hari om loo - Securities and Exchange Board of India Hari Om Trades & Agencies Limited TABLE OF...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.This Letter of Offer is sent to you as Shareholder(s) of Hari Om Trades & Agencies Limited (HOTL). If you require any clarification about the actionto be taken, you may consult your Stock Broker or Investment consultant or Manager to the Offer/Registrar to the Offer. In case you have recently soldyour Equity Shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum acknowledgement, Form ofWithdrawal and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected.

Delma Investments LLC

Unit No. 5, Level 2, Gate Village Building No.1, Dubai International Financial Centre, Dubai, United Arab EmiratesTel No. 00971 4 3277554, 00971 4 3464414, Fax 00971 4 346 4484, E mail : [email protected]

and

Mrs. Ushadevi Pathiyil6/466, Dhanya, Naduvakkad, Kannadi, Palakkad District, Kerala State 678 707, Tel: (0491) 2538653, E Mail Id: [email protected]

(hereinafter referred to as “the Acquirers”)

MAKES A CASH OFFER AT RS.200/- (RUPEES TWO HUNDRED ONLY)PER FULLY PAID EQUITY SHARE

to acquire

49,800 Equity Shares of Rs. 10/- each, representing 20 % of the Paid up and Voting Equity Share Capital of

the Target CompanyHARI OM TRADES & AGENCIES LIMITED

Regd. Office: 304, Abhay Steel House, Baroda Street, Carnac Bunder, Mumbai 400 009Tel: (022) 23481083/23484886 Fax : (022) 23433887 , E mail: [email protected]

Corporate Office: Gut No. 78-81, Pangra Shivar, Paithan Road, Chitegaon, Aurangabad 431 107Tel: (02431) 251453/251659/251165 Fax : (02431) 251879, E mail: [email protected]

Telephone Number of the Target Company : (022) 23481083/23484886

Notes:Ø This Offer is made pursuant to and in compliance with Regulations 10 & 12 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations

1997 and subsequent amendments thereof.Ø This Offer is not conditional on any minimum level of acceptance.Ø This is not a competitive bid.Ø There has been no revision of Offer price, till the date of this Letter of OfferØDelma Investments LLC, one of the Acquirers, is a foreign Company and is required to obtain approval from Reserve Bank of India under

Foreign Exchange Management Act (FEMA) to acquire the Equity Shares being acquired through the Share Purchase Agreement as well as thatare tendered pursuant to the Offer . Necessary application has been submitted to RBI through Authorized Dealer. Clarifications sought by RBI hasalso been submitted. To the best of knowledge of the Acquirers, no other statutory approvals are required to acquire the Equity Shares that aretendered pursuant to this Offer. However, the Offer would be subject to all statutory approvals that may become applicable at a later date.

ØShareholders, who have accepted the offer by tendering the requisite documents in terms of the Public announcement/Letter of Offer,can withdraw the same upto 3 working days prior to the date of closure of the Offer. The Last date for such withdrawal is Friday,November 11, 2011.

Ø The Acquirers can revise the Offer Price upto 7 working days prior to the date of closure of the Offer. The last date for such revision is Thursday,November 3, 2011. Any upward revision or withdrawal of the Offer would be informed by way of a Public Announcement in the same Newspaperswhere the original Public Announcement had appeared.

ØConsideration at the same rate will be paid for all Equity Shares tendered anytime during the Offer period.ØDetails of Competitive bids , if any : There is no competitive bidØ If there is a competitive bid; the public offers under all the subsisting bids will close on the same date. As the offer price cannot be

revised during 7 working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of Shareholders to waittill the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly

Ø The Registration of all the Intermediaries associated with the Offer, viz. Fedex Securities Ltd, Manager to the Offer and Bigshare Services Pvt. Ltd, Registrar to the Offer are valid and no action has been initiated by SEBI or any other Government body against them.

ØA copy of this Letter of Offer (including the Form of Acceptance and Acknowledgement & Form of Withdrawal),the Public Announcement andcorrigendum to PA are available on SEBI’s website: www.sebi.gov.in

MERCHANT BANKER TO THE OFFER REGISTRARS TO THE OFFER

FEDEX SECURITIES LIMITED BIGSHARE SERVICES PVT.LTD.SEBI Regn. No. INM 000010163 SEBI Regn. No. INR0000021023rd Floor, Jay Chambers E 2/3, Ansa Industrial EstateService Road, Adj. Western Express Highway Sakivihar Road, Saki NakaVile Parle (East), Mumbai 400 057 Andheri (East), Mumbai 400 072Tel. Nos. (022) 26136460/61 • Fax No. (022) 2618 6966 Tel. No. (022) 40430200 • Fax No. (022) 2847 5207E Mail: [email protected] E mail: [email protected] Person: Mr. R. Ramakrishnan Contact Person: Mr. Ashok Shetty

The Schedule of activities is as follows:

Activity As per original PA RevisedPublic Announcement (PA) Wednesday, July 27, 2011 Wednesday, July 27, 2011Corrigendum to PA Wednesday, October 19, 2011Specified date Friday, August 19, 2011 Friday, August 19, 2011Last date for a competitive bid Wednesday, August 17, 2011 Wednesday, August 17, 2011Date by which Letter of Offer will be dispatched to Shareholders Friday, September 09, 2011 Saturday, October 22, 2011Offer opening date Friday, September 16, 2011 Friday, October 28, 2011Last date for revision of Offer price/number of shares. Monday, September 26, 2011 Thursday, November 03, 2011Last date for withdrawal by Shareholders Friday, September 30, 2011 Friday, November 11, 2011Offer closing date Wednesday, October 05, 2011 Wednesday, November 16, 2011Date by which acceptance /rejection would be intimated and thecorresponding payment for the acquired Shares and/or the ShareCertificate for the rejected Shares will be despatched Thursday, October 20, 2011 Thursday, December 01, 2011

Specified date is only for the purpose of determining the names of the Shareholders as on such date, to whom the Letter of Offer would besent and all owners (registered or unregistered) of Shares of Hari Om Trades & Agencies Limited anytime before the closure of the Offer,are eligible to participate in the Offer.

2

LETTER OF OFFER

Risk Factors relating to the transaction and probable risks involved in associating with the Acquirers

A. Relating to the transaction

1. Delma Investments LLC, one of the Acquirers is a foreign Company and is required to obtain approvalfrom Reserve Bank of India under FEMA for acquisition of the Shares through the Share PurchaseAgreement as well as through the Open Offer.

2. The Acquirers propose to take control of the Target Company. The likely change in control of the TargetCompany in favour of the Acquirers shall be subject to successful completion of the Open Offerformalities, including despatch of consideration for the Shares accepted. The same will also be subjectto compliance with Regulation 23(6) of the Regulations.

B. Relating to the proposed Offer

1. Shareholders accepting this Offer will be tendering their Equity Shares before getting payment ofconsideration as the Acquirers have 15 days time from date of closure of offer to make payment ofconsideration. Further, they will not be able to take advantage of any favorable price movements in themarket.

2. As on date of this Letter of Offer, other than approval from Reserve Bank of India under FEMA, to thebest of knowledge of the Acquirers, no other statutory approvals are required to acquire the EquityShares that are tendered pursuant to the Offer. However, the Offer would be subject to all Statutoryapprovals that may become applicable at a later date. The despatch of consideration can be delayedbeyond 15 days from date of closure of Offer, in case any statutory approval is not received in time. Interms of Regulation 22(12) of the Regulations, in the case of non-receipt of statutory approvals, SEBIhas the power to grant extension of time for the purpose of making payment, subject to, the Acquirersagreeing to pay interest to the Shareholders for delay beyond 15 days from date of closure of Offer.

C. Probable Risks in associating with the Acquirers

1. Association of the Acquirers with HOTL/taking control of HOTL by the Acquirers does not warrant anyassurance with respect to the future financial performance of HOTL.

2. One of the Acquirer, Delma Investments LLC is a Foreign Company. Post offer, the operations/activitiesof the Target Company will be subject to regulations governing Foreign Investment in India, sectoralcaps /restrictions and FEMA.

3. Among the Companies/ventures belonging to the Delma Emirates Group, (a) Sam Collections LeatherProducts Company LLC has been incurring losses continuously and has negative reserves (b) MabaniCompany LLC has negative reserves & (c) Delma Emirates Group (Corporate Office) had returnedlosses in 2008.

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Hari Om Trades & Agencies Limited

TABLE OF CONTENTS

Sr. No. Subject Page No.

1 Disclaimer Clause 5

2 Details of the Offer 5 - 8

3 Objects and purpose of Acquisition and future plans 8 - 9

4 Background of the Acquirers 9 - 21

5 Compliance with Regulation 21(2) & Clause 40 A of the Listing Agreement 21 - 22

6 Background of the Target Company 22 - 28

7 Offer price and Financial Arrangements 29 - 30

8 Terms & Conditions of the Offer 30 - 32

9 Procedure for Acceptance and Settlement of the Offer 32 - 34

10 Documents for Inspection 34 - 35

11 Declaration by the Acquirers 36

Form of Acceptance –cum-Acknowledgement & Form of Withdrawal ANNEXED

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LETTER OF OFFER

DEFINITIONS/ABBREVIATIONS

1 HOTL/Target Company Company whose Equity Shares are proposed to be acquired viz. HariOm Trades & Agencies Ltd

2 Acquirers Delma Investments LLC & Mrs. Ushadevi Pathiyil who are offeringto acquire Shares through this Offer

3 PAC/Person acting in Concert Person who is acting in concert with the Acquirers in connection withthe open Offer for acquiring Shares through the Agreement/Open Offer,in this case none.

4 RBI Reserve Bank of India

5 SEBI/Board Securities and Exchange Board of India

6 Merchant Banker/ Manager to the Offer Fedex Securities Limited

7 Registrar to the Offer Bigshare Services Pvt. Ltd

8 PA/ Public Announcement Announcement of the Offer made on behalf of the Acquirers, publishedin the dailies on Wednesday, July 27, 2011.

9 Corrigendum/Corrigendum to PA Corrigendum to the Public Announcement published in the dailies onWednesday, October 19, 2011.

10 FEMA Foreign Exchange Management Act as amended till date

11 Offer Cash offer being made by the Acquirers to the Public Shareholders ofthe Target Company, to acquire upto 49,800 Equity Shares at a priceof Rs.200/- per Equity Share.

12 ICDR Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009

13 Shares Equity Shares

14 EPS Earnings Per Equity Share, for the period under reference andannualized

15 Book Value Book Value of each Equity Share as on the date referred to

16 Regulations/Takeover Regulations/ SEBI (Substantial Acquisition of Shares & Takeovers) Regulations,SEBI(SAST) Regulations 1997 as amended till date of Public Announcement.

17 NAV Net Asset Value per Equity Share

18 Persons not eligible to participate Parties to the Agreement, promoter group Shareholders of the Targetin the Offer Company and the Acquirers.

19 Persons eligible to participate in the Offer All Equity Shareholders of the Target Company, other than theAcquirers, parties to the Agreement and promoter group Shareholdersof the Target Company. Both registered and unregistered Shareholderscan participate in the Offer

20 BSE Bombay Stock Exchange Ltd21 PNB Punjab National Bank

22 RNW Return on Net Worth23 FIIs Foreign Institutional Investors

24 NRIs Non Resident Indians and persons of Indian origin residing abroad25 FIs Financial Institutions

26 PAT Profit After Tax27 Share Purchase Agreement/ Share Purchase Agreement entered into between the Acquirers and

Agreement/SPA present promoters of the Target Company

28 PE Ratio Price Earnings Ratio29 FY Financial Year

30 US $ United States Dollars being the legal currency of United States ofAmerica

31 AED Arab Emirates Dirham, being legal currency of United Arab Emirates.

32 AD Authorized Dealer in Foreign Exchange

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1. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SECURITIESAND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUEDTHAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OFOFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THEDISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITHTHE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF HARI OM TRADES& AGENCIES LIMITED (HOTL), THE TARGET COMPANY, TO TAKE AN INFORMED DECISION WITH REGARDTO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESSOF THE ACQUIRERS OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIREDOR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTEROF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRERS ARE PRIMARILYRESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANTINFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISEDUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITYADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER (MANAGER)TO THE OFFER M/S. FEDEX SECURITIES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATEDATED AUGUST 09, 2011 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OFSHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT (S) THEREOF. THEFILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THEREQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THEPURPOSE OF THE OFFER.”

2. DETAILS OF THE OFFER

2.1 Background of the Offer

2.1.1. This Offer is in compliance with Regulations 10 & 12 of SEBI (Substantial Acquisition of Shares & Takeovers)Regulations 1997 and subsequent amendments thereof (hereinafter referred to as the “Regulations”).

2.1.2. Delma Investments LLC, a Company registered under the Laws of Dubai and having registered address at UnitNo. 5, Level 2, Gate Village Building No.1, Dubai International Financial Centre, Dubai, United Arab Emirates( Tel No. 00971 4 3277554, 00971 4 3464414, fax 00971 4 346 4484, E mail : [email protected]) andMrs. Ushadevi Pathiyil, residing at 6/466, Dhanya, Naduvakkad, Kannadi, Palakkad District, Kerala State 678707 (hereinafter referred to as “the Acquirers”) are making an Open Offer to the public Shareholders(i.e. Shareholders other than the Acquirers, parties to the Agreement and promoter group Shareholders of HOTL)of Hari Om Trades & Agencies Limited (“HOTL”, “the Target Company”) to acquire 49,800 Equity Shares of Rs.10/- each representing 20.00% of present paid up & voting Capital of HOTL (“the Offer”), at a price of Rs. 200/-(Rupees Two Hundred only) (“the Offer Price”), payable in cash, subject to the terms and conditions mentionedhereinafter. There are no partly paid Shares.

2.1.3. There is no Person who is acting in concert with the Acquirers for acquiring Shares through the Agreement/thisOpen Offer .

2.1.4. As on date of the Public Announcement, the Acquirers do not hold any Equity Shares in HOTL.

2.1.5. The Acquirers have, on July 22, 2011, entered into a Share Purchase Agreement (SPA) with Mr. Raghunandal LalGupta, residing at 58-59, N-1, Cidco, Aurangabad, Maharashtra 431 001 (Tel. No. (240) 248 4448, Email ID:Corporate@ rlsteels.com) Mr. Narendra Lal Gupta, 58-59, N-1, Cidco, Aurangabad, Maharashtra 431 001(Tel. No. (240) 248 4448, Email ID: Corporate@ rlsteels.com), Mrs. Sushila Devi Gupta, residing at 58-59, N-1,Cidco, Aurangabad, Maharashtra 431 001 (Tel. No. (240) 248 4448, Email ID: Corporate@ rlsteels.com) and Mrs.Usha Gupta 58-59, N-1, Cidco, Aurangabad, Maharashtra 431 001 (Tel. No. (240) 248 4448, Email ID: [email protected]), the promoters of HOTL representing themselves and other promoter group Shareholders of theTarget Company, to acquire 1,84,450 Equity Shares of HOTL, constituting 74.08% of the present paid up andvoting Capital of the Target Company at a price of Rs.200/- (Rupees Two Hundred only) per Equity Share for cashconsideration(the Negotiated Price). Apart from the consideration @ Rs. 200/- per Equity Shares, no othercompensation, directly or indirectly is given to the sellers under the Share Purchase Agreement. The Agreement

6

LETTER OF OFFER

also provides that the Acquirers will also be given control of HOTL. This Agreement has necessitated the OpenOffer in terms of Regulations 10 and 12 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations1997. The Offer is subject to the provisions of the Companies Act 1956, SEBI (SAST) Regulations as amendedand listing agreement of the Target Company with the Stock Exchanges and other applicable Laws and Regulationsin force.

2.1.6. The major terms and conditions of the Agreement is as follows:

i) The Sellers recognize that the sale of the Sale Shares is the subject matter of SEBI (Takeover) Regulationsand Foreign Exchange Management Act(FEMA)and accordingly the sale could be given effect to only afterdue compliance of the Regulations by the Parties

ii) The Purchaser agrees to comply with the requirements of the Regulations before the sale is given effect toincluding acquisition of additional Shares in the Company as prescribed in the Regulations

iii) The Sellers shall simultaneously with the execution of the Agreement , hand over to the purchaser theShare Certificates and relevant Share Transfer Deeds, individually signed by each of the shareholders

iv) The payment to be made to the Sellers shall constitute payment to the individual Sellers concerned andshall effectively discharge the Purchaser from his obligation in respect thereto

v) The Sellers also confirm that the price payable by the Purchaser to the Sellers shall not be subject to anychange should there be any market quotation higher or lower than the price agreed to by the Purchaser andSellers or should the acquisition cost of the purchases from the public under the regulations be higher thanthe said price or for any other reason whatsoever

vi) Closing Date : Closing shall take place at Mumbai on a date at Purchaser’s office which date shall bewithin 2 (two) Business Days of (a) the Purchaser having complied with the provisions of, and fulfilled theirobligations under, the SEBI Takeover Regulations for the making and completion of open offers for Sharesof the Company & (b) Merchant Banker to the offer having certified the unconditional fulfilment of theprovisions of the SEBI Takeover Regulations by the Purchaser, in terms of Regulation 24(7) of the SEBITakeover Regulations

vii) Obligations of Parties on Closing Date : On the Closing Date, the Parties shall do or cause to be doneeach of the following acts and deeds viz. The Purchaser shall lodge with the Company share transfer deedsand original physical share certificates instructing the Company to transfer the right, title and interest in theSale Shares held by each respective Seller’s to the extent of its respective shareholding and give effect tothe transfer of their respective shareholding in the Register of Members maintained by the Company.

The Company will at the appropriate time and as stipulated by law, file respective filings under the CompaniesAct, 1956, for (a) recording appointment of Directors of the Company representing the purchasers; (b)recording resignations of the existing directors of Company (c) shift in registered office and such other actsas may be required to effectively enable the buyer to take control of the company. The company will alsocomply with any other law as may be required for the purpose.

viii) The seller shall not initiate/complete negotiations as regards the target company with any other persons.The seller undertakes and confirms that the seller has not till the closing date entered into any agreementfor sale of the target company with any other person other than the purchasers

ix) The Sellers agree and confirm that pending the compliance of the Regulations by the Purchaser, theSellers shall not create any charge or lien on the Sale Shares nor seek duplicate share Certificates thereagainst the sale shares

x) The Sellers agree that pending the compliance of the Regulations, the Sale Shares shall be held in trust forthe Purchaser or their nominees, as the case may be, and all rights, dividend or bonus accruing on SaleShares shall accrue to the benefit of the Purchaser and shall also be held by the Sellers in trust for thePurchaser

xi) The Sellers confirm having understood that the Purchaser shall proceed with the compliance of theRegulations subsequent to signing of the Agreement and confirm having irrevocably agreed that thisAgreement to sell the Sale Shares is irrevocable on their part pending the compliance of the Regulations,

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and the sale being given effect to.

xii) The Sellers shall ensure that, (a) from the date of execution of the Agreement until completion, the Companywill carry on business in all material respects in the ordinary and usual course with due care and diligenceand in the manner and scope carried on as at the date of execution of this Agreement and (b) the Sellersshall ensure that the Company provides, to the extent permitted under applicable law; necessary informationand reasonable access to information to the Purchaser and/or its representatives, as may be required for orin connection with the open offer.

xiii) The Purchasers confirm that they are competent to contract and to enter into the Agreement and should henominate any other person or body corporate, in his lieu and stead, such person being a person acting inconcert, each of the said individuals or body corporate, as the case may be, shall be competent to contract,but notwithstanding the same, the obligations undertaken by the Purchaser in pursuance of this Agreementshall be performed and continue to be performed by the Purchaser as if the sale has been effected to thePurchaser

xiv) The Purchaser shall, in accordance with the SEBI Takeover Regulations, make open/public offers forShares of the Company. The Purchaser shall take expeditious steps to comply with the SEBI TakeoverRegulations as quickly as possible and undertake not to do or omit from doing anything that might impede,or frustrate the compliance of the provisions relating to open/public offers. The Purchaser shall not applyfor the registration of any Shares of the Company, including the Sale Shares to be acquired from theSellers under this Agreement, in its name unless and until its Merchant Bankers have certified theunconditional fulfilment of the provisions of the SEBI Takeover Regulations by the Purchaser. The Purchaseragrees to obtain such approvals as may be required from Reserve Bank of India for acquisition of theseller’s shares

xv) The Purchaser agree that all expenses that may be required to be incurred or incurred for payment of feeto SEBI, payment of fee to the merchant bankers, payment of fee to the bankers, payment of fee to otherlegal professionals or generally with respect to the acquisition of Sale Shares including by way of stampduty, or other transfer charges by whatever name called and as may be applicable, shall be to the accountof and borne by the Purchaser

xvi) The Purchaser agrees not to seek transfer of the Shares with the Company in their name or any of theirnominee(s) by lodging them with the Company, or in any other manner whatsoever, till the completion oftheir obligations envisaged under the Regulations.

xvii) The Purchaser has undertaken and agreed to pay an aggregate amount of Rs. 3,28,00,000/- to the sellersin proportion of their holdings as interest free deposit to be adjusted against purchase consideration uponcompletion of the entire process and the balance will be paid on date of closing . The purchaser hasundertaken and agreed to transfer the interest free deposit by way of foreign remittance in their favourwithin a period 72 working hours from date the signing of the agreement.

2.1.7. Apart from the consideration @ Rs. 200/- per Equity Share as stated in Clause 2.1.5 above, no other compensation,directly or indirectly is given to the sellers under the Share Purchase Agreement.

2.1.8. The Acquirers, the Target Company, its promoters/Directors and the sellers under the Share Purchase Agreementhave not been prohibited by SEBI from dealing in securities, in terms of directions issued u/s 11B of SEBI Act orunder any of the regulations made under the SEBI Act.

2.1.9. There is no person on the Board of Director of the Target Company representing or having interest in the Acquirers.

2.1.10.The Equity Shares of the Target Company are listed at The Bombay Stock Exchange Ltd (BSE). The Shares arenot admitted as permitted Security in any other Stock Exchange.

2.1.11.Subject to satisfaction of the provisions under the Companies Act, 1956 and /or any other Law or Regulation(s),the Acquirers intend to make changes in the management of HOTL. It is proposed to induct new Directors on theBoard of HOTL, in place of the Directors representing the present promoters. The names of such persons who willbe so inducted have not been decided yet. The change in Board in favor of the Acquirers shall be subject tocompliance with Regulation 22(7) of SEBI Regulations. The Transfer of Shares under the Agreement and changein control in favor of Acquirers shall be subject to Reg. 23(6) of the Regulations.

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LETTER OF OFFER

2.1.12. If the number of Equity Shares Offered by the Shareholders is more than the Offer size, then the acquisition fromeach Shareholder will be as per Regulation 21 (6) of the SEBI (SAST) Regulations, on proportionate basis andtaking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result innon-marketable lots. It will also be ensured that the acceptance from a Shareholder is not less than marketable lotof 50 or the entire holding, if it is less than the marketable lot. In view of acceptance on proportionate basis asstated above, the number of Shares accepted may marginally exceed the Offer Size.

2.2 Details of the proposed Offer

2.2.1. A Public Announcement, as per Regulation 15 (1) of the Regulations, was made in all editions of one Englishnational daily with wide circulation, all editions of one Hindi national daily with wide circulation, one Marati dailypublished at Mumbai, the place where the Equity Shares of the Target Company are listed/traded and also theplace where Registered Office of the Target Company is situated. A Corrigendum to the Public Announcementwas also made. The details of Public Announcement & Corrigendum are given below:

The Public Announcement & Corrigendum to PA are also available at SEBI’s Website: www.sebi.gov.in

2.2.2 The Offer is to acquire 49,800 Equity Shares of Rs. 10/- each, representing 20% of the issued, subscribed andvoting Capital of HOTL

2.2.3 The consideration will be paid in Cash. There is no differential price since entire consideration is payable in cash.

2.2.4 The Offer price is Rs. 200/- (Rupees Two Hundred only) per each fully paid up Equity Share. There are no partlypaid Equity Shares.

2.2.5 This is not a competitive bid.

2.2.6 This Offer is not conditional on any minimum level of acceptance.

2.2.7 As on date of the Public Announcement, the Acquirers do not hold any Equity Shares in HOTL

2.2.8 Details of competitive bids, if any : There is no competitive bid

2.2.9 Fedex Securities Limited, Manager to the Offer does not hold any Equity Shares in the Target Company. Incompliance with Reg. 24(5A), they shall not deal in the Shares of the Target Company during the period commencingfrom the date of their appointment as Manager to the Offer till the expiry of fifteen days from the date of closureof the Offer.

2.2.10 The Acquirers have not acquired any Equity Share of HOTL after the date of PA till the date of this Letter of Offer.In the event of any further acquisition of Equity Shares from the date of P.A. till 7 days prior to date of closure ofthe Offer by the Acquirers at a price higher than the Offer Price, then the Offer price will be revised upwards to beequal to or more than the highest price paid for such acquisition. However, the Acquirers will not acquire anyEquity Shares of HOTL during the period of 7 working days prior to the date of closure of the Offer.

3. OBJECTS AND PURPOSE OF ACQUISITION AND FUTURE PLANS OF THE ACQUIRERS WITH RESPECTTO HOTL

3.1 The objects of the acquisition are substantial acquisition of Shares of HOTL followed by change in control. The

Newspaper Language Editions Date of PA Date of Corrigendum

Business Standard (covers all editions)

English Mumbai, Delhi, Kolkata, Bangalore, Chennai, Hyderabad, Lucknow, Bhubaneshwar, Chandigarh, Kochi, Pune & Ahmedabad editions

Wednesday, July 27 , 2011

Wednesday, October 19, 2011

Business Standard - Hindi (covers all editions)

Hindi Mumbai, Delhi, Kolkata, Patna, Lucknow, Bhopal & Chandigarh editions

Wednesday, July 27 , 2011


Apla Mahanagar

Marati Mumbai Wednesday, July 27 , 2011


9


Acquirers are proposing to acquire control from the present promoters.

3.2 Barring unforeseen circumstances, the Acquirers are confident of ensuring sustained growth. HOTL is currentlynot engaged in any significant business activity, except deployment of surplus resources in Shares, Deposits/ICDs. The Company has been performing modestly. The Acquirers are not proposing to continue with the presentactivities and intends to discontinue the present activities. They are proposing to commence activities under themain objects which are permitted under FEMA. The main objects will also be amended so as to commenceactivities in the Infrastructure sector. The Acquirers are proposing to undertake/carry out infrastructure relatedactivities like development of Roads, bridges, sewage/water pipe lines etc. in India.

3.3 The Offer will result in change in control of HOTL. Subject to satisfaction of the provisions under the CompaniesAct, 1956 and/or any other Regulation(s), the Acquirers intend to make changes in the management of HOTL. Itis proposed to induct new Directors representing the Acquirers on the Board of HOTL but the Acquirers are yet todecide on the name of the persons who will be so inducted to the Board. The understanding among the Acquirersis that in case they do not get approval from RBI before completion of the Offer for the acquisition of Shares byDelma Investments LLC, then the Shares will be acquired by Mrs. Ushadevi Pathiyil. Delma Investments LLC willbe appointing their nominees on the Board of Directors of the Target Company even if they do not hold anyShares, subject to compliance with any applicable Laws or Regulations in India and have management controljointly Mrs. Ushadevi Pathiyil.

3.4 The likely changes in the management/taking control by the Acquirers shall be subject to successful completionof the Open Offer formalities, including despatch of consideration for the Shares accepted and shall be subject tocompliance with Regulation 23(6) of the Regulations.

3.5 The Acquirers do not have any plans to dispose off or otherwise encumber any assets of HOTL in the succeedingtwo years from the date of closure of the Offer, except in the ordinary course of business as may be permissible.They undertake that they shall not sell, dispose of or otherwise encumber any substantial assets of the TargetCompany except with the prior approval of the shareholders.

3.6 There is at present no conflict of interest between the Acquirers/other Companies /ventures promoted by theAcquirers. There is no potential conflict of interest in India as and when the Company commences activitiesproposed as laid out under 3.2 above.

4. BACKGROUND OF THE ACQUIRERS

4.1.1 The Acquirers are (i) Delma Investments LLC, a Company registered under the Laws of Dubai and(ii) Mrs. Ushadevi Pathiyil an Indian national residing in India

4.1.2 The Acquirers have agreed among themselves that Delma Investments LLC will acquire all the Equity Sharescovered under the Share Purchase Agreement and those accepted through the Open offer. Delma InvestmentsLLC being a foreign Company is required to obtain approval from Reserve Bank of India under FEMA to acquireShares in the Target Company. In the unlikely event of Delma Investments LLC not obtaining requisite approvalunder FEMA, then as per arrangement between the Acquirers, Mrs. Ushadevi Pathiyil will acquire the Shares,meet all obligations under the Share purchase Agreement and Open offer, make payments for the Shares acquiredand comply with the Regulations. There is no formal agreement among the Acquirers in this regard but theunderstanding among them is that in case they do not get approval before completion of the Offer then theShares will be acquired by Mrs. Ushadevi Pathiyil. Delma Investments LLC will be appointing their nominees onthe Board of Directors of the Target Company even if they do not hold any Shares, subject to compliance with anyapplicable Laws or Regulations in India and have management control jointly Mrs. Ushadevi Pathiyil.

4.1.3 Delma Investments LLC is a limited liability Company incorporated on 4th April 2011 under Companies Law, DIFCLaw No. 2 of 2009 of Dubai, United Arab Emirates and is having registered address at Unit No. 5, Level 2, GateVillage Building No.1, Dubai International Financial Centre, Dubai, United Arab Emirates ( Tel No. 00971 43277554, 00971 4 3464414, fax 00971 4 346 4484, E mail : [email protected]). The Company belongsto the Delma Emirates Group of Dubai which is into several activities such as Road Projects, Building Projectscontracting, general transportation, on shore and off shore Oil and gas services, Storm Water Drainage systems,Water distribution Networks, Renting out fleet of machinery, construction activities such as heavy civil works,pipeline systems etc, manufacture of leather products etc.

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LETTER OF OFFER

4.1.4 Mrs. Ushadevi Pathiyil is not related to Delma Investments LLC. She is mother of Shri. Umesh Mohanan, Director,Delma Investments LLC. She does not come under the “ Deemed PACs” category

4.1.5 In Delma Investments LLC, Delma Emirates Group, UAE holds 51% of the Capital, Mr. Ahmed Khaleel Khaled AlMeraikhi of UAE holds 24.50% and Mr. Zulfiqur Al Tanveer Haider, a Canadian National holds the balance 24.50%.

4.1.6 Delma Investments LLC is yet to commence any activity. The principal activities of the Company shall beinvestments, venture capital, treasury and asset management.

4.1.7 The registered office of Delma Investments LLC is Unit No. 5, Level 2, Gate Village Building No.1, DubaiInternational Financial Centre, Dubai, United Arab Emirates ( Tel No. 00971 4 3277554, 00971 4 3464414, fax00971 4 346 4484, E mail : prateek.s@ delmagroup.ae). The Company at present does not have any other Office.

4.1.8 The Directors of Delma Investments LLC are Mr. Ahmed Khaleel Khaled Al Meraikhi, Mr. Zulfiqur Al TanveerHaider and Mr. Umesh Mohanan. Mr. Ahmed Khaleel Al Meraikhi, aged 55 years is a UAE national based at AbuDhabi. He is involved in various businesses such as Infrastructure, construction, Electronic security, automationfire fighting related equipments and services etc. Mr. Zulfiqur Al Tanveer Haider , aged 51 years is a CanadianNational of Bangladeshi Origin. He is a Bachelor of Civil Engineering. He is also well versed in Computerprogramming. He is presently Managing Director of Delma Engineering Projects WLL, Abu Dhabi. Mr. UmeshMohanan, aged 30 years is Chief Financial Officer of Delma Group. He is Graduate with ACA from India, CertifiedPublic Accountant from University of Dellovaire , USA, MBA in Finance with specialization in US Taxation fromUSA and now pursuing MBA Finance with Specialization in UK Taxation from London Business School. He is akey managerial person of Delma Emirates Group, actively involved in business planning, execution , negotiationand finalization of ties ups etc..

4.1.9 Delma Investments LLC has, as its main objects, “(1) Treasury and Asset Management (2) Investment and(3) In general to engage in any lawful act or activity for which Companies may be organized under the Law.

4.1.10 Delma Investments LLC belongs to Delma Emirates Group of Dubai, United Arab Emirates. The Group is promotedby Mr. Ahmed Khaleel Khaled Al Meraikhi Mr. Zulfiqur Al Tanveer Haider .The Group had a combined turnover ofAED 1444 Million (Equivalent to approx. Rs. 173425 Lacs) in the year ended 31st December 2010. The Group hasbusiness interest in several countries and is into several activities such as Road Projects, Building Projectscontracting, general transportation, on shore and off shore Oil and gas services, Storm Water Drainage systems,Water distribution Networks, Renting out fleet of machinery, construction activities such as heavy civil works,pipeline systems etc, manufacture of leather products etc. The Group has an existing joint venture agreementwith Larsen & Toubro(L&T) for bidding for a project of AED(UAE Dirham) 7.5 billion which has already beentendered and result awaited. The Group is also jointly executing with L&T an interchange project at the new KPIZunder Abu Dhabi Department of transport for a value of AED( UAE Dirham) 525 million. They also propose tojointly tender with Essar Projects for a water transmission line in Northern Emirates. They also have an MOU withEssar Projects to pursue Oil & gas projects jointly.

4.1.11 Delma Investments LLC is promoted by Delma Emirates Group, UAE which holds 51% of the Capital .

4.1.12 The Equity Shares of Delma Investments LLC are not listed at any Stock Exchange outside India. No instrumentissued by Delma Investments LLC is listed in any Stock Exchanges in India.

4.1.13 Delma Investments LLC has no Subsidiaries.

4.1.14 Delma Investments LLC has no overdue liabilities to Banks/FIs /Deposit holders. There was no default in the past.

4.1.15 As per Certified Financials as on 23rd June 2011, Delma Investments LLC has total Shareholder’s funds of US $13,63,711 (net of accumulated losses till date) & Current liabilities of US $ 11,187/-. The Total assets of US $13,74,898 is held in Current Assets. The total Shareholder’s funds works out to Rs. 613.26 Lacs at then exchangerate of Rs. 44.97 per US$.

4.1.16 Mrs. Ushadevi Pathiyil, aged 52 years, W/o. G. Mohanan, residing at 6/466, Dhanya, Naduvakkad, Kannadi,Palakkad District, Kerala State 678 707 ( Tel. No. (0491) 2538653, E Mail Id: [email protected]) is aGraduate. She is proprietor of Rethna packs, engaged in manufacture of corrugated box and packaging materials.She is not on the Board of Director of any listed or unlisted Company.

4.1.17 There are no persons acting in concert with the Acquirers (PACs) for acquisition of Shares under the SharePurchase Agreement/this Offer.

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4.1.18 There is no agreement by the Acquirers with any other person/entity, in connection with this Offer. The entireShares proposed to be acquired under this Offer will be acquired by the Acquirers and no other person/entityproposes to take part in the acquisition.

4.1.19 As per Certificate dated 24th July 2011 from FRG, Chartered Accountants, (signed by Mr. Habib Darwish AlRahma), P O Box, 113854, Dubai, United Arab Emirates (Tel. No. 0971 4 3295900 Fax No. 0971 4 3295800 ,Email ID: [email protected]), the Net worth of Delma Investments LLC as on 20th July 2011 is US$ 1512902/- (Equivalent to Indian Rs. 6,72,18,236 /- at then Exchange rate of Rs. 44.43.

4.1.20 FRG, Chartered Accountants, ( signed by Mr. Habib Darwish Al Rahma), P O Box, 113854, Dubai, United ArabEmirates (Tel. No. 0971 4 3295900 Fax No. 0971 4 3295800 , Email ID: [email protected]) have , vide theircertificate dated 24th July 2011 certified that Delma Investments LLC has liquid resources of US $ 1407902 as on20th July 2011 ( Equivalent to Indian Rs. 6,25,53,086/- at then Exchange rate of Rs. 44.43). This will be adequateto meet the funds requirements of the Offer. The liquid resources comprise of Bank Deposits, Advances andreceivables, other advances and cash balances.

4.1.21 As per Certificate dated 25th July 2011 from G. Suresh Kumar, Partner, FRG & Company, Chartered Accountants,303, Rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai 400 080 (Tel. No.(022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), the Net worth of Mrs. Ushadevi Pathiyil as on 25th July, 2011is Rs. 5,10,00,000/-.

4.1.22 As per Certificate dated 25th July 2011 from G. Suresh Kumar, Partner, FRG & Company, Chartered Accountants,303, Rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai 400 080 (Tel. No.(022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), the liquid sources available with Mrs. Ushadevi Pathiyil ason 25th July 2011 is Rs. 5,10,00,000/-. This comprises of Deposits with Banks in Current Account, Advances andreceivables, Cash balances, investments and other current assets.

4.1.23 The applicable provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations1997, are not applicable to the Acquirers as they have not acquired any Equity Shares /voting rights in the TargetCompany

4.1.24 The Acquirers have not promoted nor have controlling interest in any listed or unlisted Company in India.Mrs. Ushadevi Pathiyil is proprietor of Rethna Packs, engaged in manufacture of corrugated boxes, packagingmaterials etc. In the year ended March 2011, the activity had a sales turnover of Rs. 26 Lacs and Net Profit of Rs.2.80 Lacs.

4.1.25 The Acquirers do not have any nominees on the Board of Directors of HOTL. None of the Directors of HOTLrepresent the Acquirers.

4.1.26 The Acquirers, Companies/Ventures promoted by them are not in securities related business in India and are notregistered with SEBI as a Market Intermediary.

4.1.27 No action has been taken by SEBI or Stock Exchanges against the Acquirers or ventures promoted by theAcquirers.

4.1.28 There is no pending litigation against the Acquirers/promoters/Directors of Delma Investments LLC ( one of theAcquirers) in India.

4.1.29 The Acquirers & the promoters/Directors of Delma Investments LLC, one of the Acquirers have not been prohibitedby SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the regulationsmade under the SEBI Act.

4.1.30 The appointment of the nominees of the Acquirers on the Board of Directors of the Target Company shall besubject to compliance with Regulation 22(7) of SEBI Regulations. The Transfer of Shares under the Agreementand change in control in favor of Acquirers shall be subject to Reg. 23(6) of the Regulations.

4.1.31 Acquirer’s justification of price under the Share Purchase Agreement : The Acquirer was on the look out foracquiring a listed Company in India for acquisition and wanted a higher stake in the Company as its promoter postacquisition, subject to compliance with Indian Laws and Regulations. The Stake being acquired from presentpromoters through the Share Purchase agreement is around 74%. The Company is debt free, has no statutoryliabilities or any pending matters with Indian Tax authorities or other regulatory bodies, the Assets are liquid and

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LETTER OF OFFER

has no past instances of default to Banks etc. The Acquirer is keen to commence proposed activities in India atthe earliest and has a goal of commencing activities by the beginning of Calendar 2012 and by acquiring thisCompany they will be able to achieve this goal. In view of this, the Acquirer is willing to pay a price of Rs. 200/- perShare under the SPA.

4.2.1. BRIEF DETAILS OF THE ACQUIRERS AS ON DATE OF PUBLIC ANNOUNCEMENT ARE TABULATEDBELOW:

4.2.2 Brief profile of Board of Directors of Delma Investments LLC as on Wednesday, July 27, 2011, the date ofPublic Announcement

There is no change in Board of Directors after the date of PA.

Name & Contact details Relationship, if any, with any other Acquirer

Net Worth as certified by Chartered Accountant

Companies in which is a full time Director

Delma Investments LLC Unit No. 5, Level 2, Gate Village Building No.1 Dubai International Financial Centre Dubai, United Arab Emirates Tel No. 00971 4 3277554 00971 4 3464414 Fax : 00971 4 346 4484 E mail : [email protected]

NIL

US$ 1512902/- (Equivalent to Indian Rs. 6,72,18,236 /- at Exchange rate of Rs. 44.43). ( As on 20

th July

2011)

Listed N.A. Unlisted N.A.

Mrs. Ushadevi Pathiyil 6/466, Dhanya Naduvakkad, Kannadi Palakkad District, Kerala State 678 707 Tel. No. (0491) 2538653 E Mail Id: [email protected]

NIL

Rs. 510.00 Lacs as on 25-07-2011 (Certificate dated 25-07-2011)

Listed NIL Unlisted NIL

Name Date of appointment

Age, Qualification,

Residential Address Designation

Mr. Ahmed Khaleel Khaled Al Meraikhi

On Incorporation

Age : 55 years Qualification: Graduate

Villa No 11 Shakbut Street Abu Dhabi United Arab Emirates Tel No. 0097125583883 Fax No . 0097125583885 E mail Id: [email protected]

Director

Mr. Zulfiqur Al Tanveer Haider

On Incorporation Age: 51 years Qualification: Bachelor of Civil Engineering

Apt No 1502, Crescent Towers, Sector W10, Abu Dhabi, United Arab Emirates Tel No. 0097125583883 Fax No . 0097125583885 E mail Id: [email protected]

Director

Mr. Umesh Mohanan On Incorporation Age: 30 years Qualification: B.Com ACA, PGDCA ( India) CPA (US) MBA ( US)

Emirate Towers Khalidya Corniche, 505 Abu Dhabi United Arab Emirates Tel No. 0097125583883 Fax No . 0097125583885 E Mail Id : [email protected]

Director

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4.2.3 None of the Acquirers or Directors of Delma Investments LLC is on the Board of Directors of the Target Company.

4.2.4 Shareholding pattern of Delma Investments LLC is as follows:

4.2.5. AUDITED FINANCIALS OF DELMA INVESTMENTS LLC

Brief Audited Financial data of Delma Investments LLC since Incorporation till 23rd June 2011, date when accountswere audited is given hereunder:

(Rs. in Lacs)

General Notes:

v The Financial Statements are made in US $. WE have given the financials in Indian Rupees at an Exchange Rateof Rs. 44/97 per US$, being the rate prevailing on 23rd June 2011, the date of audit of accounts. The Rupees hassince appreciated against the US $ and is currently around Rs. 44/- per US$. In view of this, the Shareholder’s

Category of Shareholders No. of Shares % to total paid Up capital Promoter Group Delma Emirate Group 25,500 51 Ahmed Khaleel Khaled Al Meraikhi 12,250 24.50 Zulfiqur Al Tanveer Haider 12,250 24.50 Total 50,000 100

Profit & Loss Statement 23.06.2011 (In US $)

23.06.2011 (Rs. In Lacs )

(@ then Exchange rate of Rs. 44/97 )

Income from main operations 0.00 0.00 Other Income 0.00 0.00 Total Income 0.00 0.00

Legal & professional charges 84957 38.21 Profit before Depreciation, Interest and Tax ( Loss in brackets) (84957) (38.21) Depreciation 0.00 0.00 Interest & Fin charges 0.00 0.00 Profit Before Tax ( Loss in brackets) (84957) (38.21) Less: Provision for Taxes 0.00 0.00 Profit After Tax for the period (Loss in brackets)

(84957) (38.21)

Balance Sheet Statement 23.06.2011 (In US $)

23.06.2011 (Rs. In Lacs )

(@ then Exchange rate of Rs. 44/97 )

Sources of funds

Shareholder’s funds 1448668 651.47 Less: Accumulated Losses 84957 38.21 Net Worth 1363711 613.26

Secured Loans 0.00 0.00 Deferred tax liability 0.00 0.00 Unsecured Loans 0.00 0.00 Total Source of funds 1363711 613.26 Uses of funds

Net Fixed Assets 0.00 0.00 Total Current Assets 1374898 618.29 Less: Current Liabilities 11187 5.03 Total 1363711 613.26

Other Financial Data 23.06.2011 Dividend (%) NIL Earnings per Share for the year N.A Return on Net Worth (%) , annualized (Profit after Tax X100/Net Worth) N.A

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LETTER OF OFFER

funds( Net of accumulated losses) will be approx. Rs. 600.03 Lacs.

v The Company is in the first year of operations.

v As is prevalent in UAE , the Shareholder’s funds comprises of Capital as well as balance held in Shareholder’sCurrent Accounts

NOTES TO THE FINANCIAL STATEMENTS BY THE AUDITORS

1 LEGAL STATUS AND ACTIVITY :

Delma Investments LLC (“ the Company”) is a limited liability company incorporated under the Companies Law,DIFC Law No 2 of 2009. The Company is operating under License No. CL1040 issued on 4 April 2011 by DubaiInternational Financial Centre, Dubai. The Company is a subsidiary of Delma Emirates Group holding 51% of theshare capital of the Company.

Activity: The principal activity of the Company is investment and venture capital. The principal place of businessof the Company is located at Unit No 05, Gate Village Building No01, Dubai International Financial Centre, Dubai,United Arab Emirates.

Shareholding pattern : The shareholding pattern of the Company at end of the period under review was asfollows:-

Name of the shareholder Nationality % of Share

1) M/s Delma Emirates Group UAE 51.00%

2) Mr. Ahmed Khaleel Khaled Al Meraikhy UAE 24.50%

3) Mr. Zulfiqur Al Tanveer Haider Canadian 24.50%

TOTAL 100%

2 BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

2.1 Basis of preparation

The accounting policies adopted have been applied in dealing with items considered material to the Company’sfinancial statements.

Basis of measurement

The financial statements are prepared under the historical cost convention.

2.2 Changes in accounting policies

There have been new and revised standards and Interpretations issued by IASB and IFRIC that are applicable foraccounting periods commencing 1 January 2010. Considering the operations of the Company, the aforesaidstandards and interpretations have no effect on accounting and presentation of these financial statements.

The following Standards, have resulted in revised disclosure requirements for the current period:

• Amendments to IAS 24 ‘Related party disclosures’ has simplified the definition of a related party, clarifyingits intended meaning and eliminated inconsistencies from the definition. The amendments have also provideda partial exemption from the disclosure requirements for government-related entities. An entity shall applythis IFRS for annual periods beginning on or after 1 January 2011, though earlier application is permitted.

• IFRS 9 ‘Financial Instruments’ was issued partially in November 2009 and will eventually replace IAS 39‘Financial Instruments: Recognition and Measurement’. The chapters issued in November 2009 related tothe classification and measurement of financial assets. An entity shall apply this IFRS for annual periodsbeginning on or after 1 January 2013, though earlier application is permitted.

2.3 Significant accounting policies

a Employees’ terminal benefits

Provision is not made for employees’ terminal benefits on the basis prescribed under the U.A.E. LabourLaw based on employees’ salaries and number of years of service. The terminal benefits are paid toemployees on termination or completion of their term of employment.

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b Foreign currencies

Functional and presentation currency

The financial statements are presented in United State Dollars (US Dollars), which is the Company’s functionaland presentation currency.

Transaction and balances

Transactions in foreign currencies are translated into the functional currency using the exchange ratesprevailing at the transaction dates. Monetary assets and liabilities expressed in foreign currencies at thebalance sheet date are translated at rates of exchange ruling at the balance sheet date. Exchange differencesarising in these cases are dealt with in the income statement.

c Finance charges

Finance charges that are directly attributable to the acquisition and constructing of property and equipmentare capitalized as part of the cost of those assets. Other finance charges are recognized as an expense inthe year in which they are incurred.

d Cash and cash equivalents

Cash and cash equivalents consist of unrestricted cash and bank balances.

e Financial instruments

Financial assets and financial liabilities are recognized on the Company’s balance sheet when the Companybecomes a party to the contractual provisions of the instrument.

f Impairment

Financial assets

At each balance sheet date, the Company assesses if there is any objective evidence indicating impairmentof financial assets or non collectability of receivables.

An impairment loss, if any, arrived at as a difference between the carrying amount and the recoverableamount, is recognized in the statement of income. The recoverable amount represents the present value ofexpected future cash flows discounted at original effective interest rate. Cash flows relating to short termreceivables are not discounted.

Non financial assets

At each balance sheet date, the Company assesses if there is any indication of impairment of non financialassets. If an indication exists, the Company estimates the recoverable amount of the asset and recognizesan impairment loss in the statement of income. The Company also assesses if there is any indication thatan impairment loss recognized in prior years no longer exists or has reduced. The resultant impairment lossor reversals are recognized immediately in the statement of income.

g Financial liabilities

All financial liabilities are initially measured at cost and are subsequently measured at amortized cost

h Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises from past events and whose existence will only beconfirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly withinthe control of the Company. It can also be a present obligation arising from the past events that is notrecognized because it is not probable that outflow of economic resources will be required or the amount ofobligation cannot be measured reliably.

Contingent liabilities are not recognized but are disclosed in the notes to the accounts. When a change inthe probability of an outflow occurs so that outflow is probable, it will then be recognized as provision.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmedonly by the occurrence or non-occurrence of one or more uncertain future events not wholly within thecontrol of the Company. Contingent assets are not recognized but are disclosed in the notes to the accountswhen an inflow of economic benefits is probable. When an inflow is virtually certain, an asset is recognized.

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LETTER OF OFFER

2.4 Significant accounting estimates

The preparation of financial statements requires management to make judgments, estimates and assumptionsthat affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actualresults may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates arerecognized in the period in which the estimate is revised if the revision affects only that period or in the period ofthe revision and future periods if the revisions affect both current and future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet,that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities withinthe next financial year are:

An estimate of the collectible amount of trade accounts receivable is made when collection of the full amount isno longer probable. For individually significant amounts, this estimation is performed on an individual basis.Amounts which are not individually significant, but which are past due, are assessed collectively and an allowanceapplied according to the length of time past due, based on historical recovery rates. Any difference between theamounts actually collected in future periods and the amounts expected to be collected will be recognized in theincome statement.

FINANCIAL RISK AND CAPITAL MANAGEMENT

The Company’s financial risk management programme focuses on the unpredictability of financial markets andseeks to minimize potential adverse effects of the financial performance. Under the Company’s risk managementprogramme, management identifies and documents key risks and sets out policies and procedures required tomitigate these risks. The identified key risks are:

a) Currency risk

The majority of the Company’s financial assets and financial liabilities are either denominated in UnitedStates Dollars (USD) or currencies fixed to the USD. Hence the management believes that there would notbe a material impact on the profitability if these foreign currencies weakens or strengthens against the USDwith all over variables held constant.

b) Credit risk

The Company is not exposed to any significant concentration of credit risk because its exposure is spreadover financial institutions and a large number of customers.

c) Liquidity risk

The Company manages its liquidity risk by ensuring it has sufficient liquid cash balances to meet itspayment obligations as they fall due.

Capital management

The Company’s objectives when managing capital are to safeguard the entity’s ability to continue as agoing concern, so that it can continue to provide returns for shareholders by pricing products and servicescommensurately with the level of risk.

The Company sets the amount of capital funds in accordance with the planned level of operations and inproportion to the levels of risk. The Company manages the shareholders’ funds and makes adjustments toit in the light of changes in economic conditions and the risk characteristics of the underlying assets. Inorder to maintain or adjust the shareholders’ funds, the Company may adjust the amount of dividends paidto shareholders, return funds to shareholders, issue new shares, or sell assets to reduce its exposure todebt.

CAPITAL COMMITMENTS

There were no material capital commitments at the balance sheet date.

CONTINGENT LIABILITIES

There are no material contingent liabilities at the balance sheet date.

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LEVEL OF PRECISION

All figures are rounded off to nearest United States Dollars (US Dollars).

COMPARATIVE FIGURES

Since this is the first period of operations of the Company, there are no comparative figures.

4.2.6. The Acquirers have not promoted/nor are in control of any listed Company in India

4.2.7. BRIEF DETAILS OF VENTURES/UNLISTED COMPANIES PROMOTED BY THE ACQUIRERS /BELONGINGTO DELMA EMIRATES GROUP

(i) Name of the Company/Entity : Delma Engineering Projects Company WLL Abu Dhabi, UAE

Date of Incorporation : 21-10-2003

Name of Directors : Mr. Mohammed Khaleel Khaled Al Meraikhi

Mr. Ahmed Khaleel Khaled Al Meraikhi

Mr. Zulfiqur Al Tanveer Haider

Nature of activities : Road Works, Storm Water drainage Works, water distribution Net works,Sewage Networks & Renting out of fleet of Machinery

Brief financials based on Audited Accounts for the last three years and certified financials interim period ended31st March 2011are given below:

(In Indian Rs. in Lacs)

The Currency in which Financials are reported by the Company is UAE Dirhams. The same has been convertedat current Exchange rate of Indian Rupees @ Rs. 12/- per UAE Dirham

(ii) Name of the Company/Entity : Delma Emirates General Transport Abu Dhabi, UAE

Sole Proprietary concern of Mr. Ahmed Khaleel Khaled Al Meraikhi

Date of Establishment : 28-07-2008

Nature of activities : Building project contracting, general transportation, on shore and off shoreoil and gas field services




Details 31-03-2011 ( 3 months)

31-12-2010 31-12-2009 31-12-2008

Share Capital 360 360 360 360 Shareholder’s Current A/c. 3533 3433 4510 5486 Reserves & Surplus 19467 17734 11351 5570 Total Shareholder’s Funds 23360 21528 16221 11416 Total Income 14178 51297 36187 22581 Profit after Tax 1733 6383 5781 3170

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008

Proprietor’s Capital 360 360 360 360 Proprietor’s Current A/c. (Negative figure in brackets)

(61) (123) 148 113

Retained earnings 3680 3330 2042 298 Total Proprietor’s Funds 3980 3567 2550 771 Total Income 3994 14435 9888 2659 Profit after Tax 350 1288 1745 298

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LETTER OF OFFER

(iii) Name of the Company/Entity : Mabani Delma General Contracting Company LLC Dubai, UAE


Names of Directors : Mr. Ahmed Khaleel Khaled Al Meraikhi

Mr. Diab Ahmed Khaleel Al Meraikhi

Nature of activities : Sewage, drainage contracting, water pipe lines, desalination plantcontracting, stations, air conditioning, ventilations, air filtration systemsinstallation, maintenance, electromechanical equipment installation andmaintenance




(iv) Name of the Company/Entity : Mabani Company LLC Abu Dhabi, UAE


Name of Directors : Mr. Al Anoud Ahmed K Al Meraikhi


Ms. Noura Ahmed K Al Meraikhi

Ms. Sharifah Ahmed K Al Meraikhi

Ms. Mariam Ahmed K Al Meraikhi

Nature of activities : Construction Company with diverse operations, mainly in heavy civil works,Sewage & water pipeline Schemes and Infrastructure



The Currency in which Financials are reported by the Company is UAE Dirhams. The same has been convertedat current Exchange rate of Indian Rupees @ Rs. 12/- per UAE Dirham.

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008

Share Capital 36 36 36 36 Shareholder’s Current A/c. 1548 2243 1790 1093 Reserves & Surplus (Net of revaluation reserves)

10937 9619 7120 1929

Total Shareholder’s Funds 12521 11898 8946 3057 Total Income 7530 27096 18273 8354 Profit after Tax 1107 2289 4981 2167

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008 Share Capital 18 18 18 18 Shareholder’s Current A/c. 7742 8391 9706 4529 Reserves & Surplus (Net of revaluation reserves) ( Negative figure in brackets)

(879) (1202) (2332) (3129)

Total Shareholder’s Funds 6881 7207 7392 1417 Total Income 2044 7330 4820 2491 Profit after Tax 323 1130 797 327

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(v) Name of the Company/Entity : Sam Collections Leather Products Company LLC Abu Dhabi, UAE


Name of Directors : Mr. Sameer Ata Salem Sharabati

Ms. Al Anoud Ahmed K Al Meraikhi


Ms. Noura Ahmed K Al Meraikhi

Ms. Sharifah Ahmed K Al Meraikhi

Ms. Mariam Ahmed K Al Meraikhi

Nature of activities : Manufacturing Hand bags, wallets, belts and footwear




(vi) Name of the Company/Entity : Al Dhafra Trading Enterprises Establishment Abu Dhabi, UAE

Sole Proprietary concern of Mr. Theyad Ahmed Khaeel


Nature of activities : On shore and off shore oil gas fields services, new cars spare parts trading,commercial agencies, and trading in several other merchandize




Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008 Share Capital 30 30 30 30 Shareholder’s Current A/c. 662 639 559 531 Reserves & Surplus (Negative figure in brackets)

(726) (678) (609) (528)

Total Shareholder’s Funds (Negative figure in brackets)

(34) (10) (20) 33

Total Income 65 202 293 180 Profit after Tax (Loss in brackets)

(47) (69) (80) (160)

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008

Proprietor’s Capital 120 120 120 120 Proprietor’s Current A/c. 0 0 0 0 Retained earnings 3518 3302 2452 1386 Total Proprietor’s Funds 3638 3422 2571 1506 Total Income 2021 8061 11137 10452 Profit after Tax 216 849 1066 571

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LETTER OF OFFER

(vii) Name of the Company/Entity : Capital Survey Abu Dhabi, UAE

Sole Proprietary concern of Mr. Ahmed Khalil Khaled Al Meraikhi


Nature of activities : Soil testing, Engineering surveying services and on shore and off shore oilgas fields services




(viii) Name of the Company/Entity : Heliopolis Electric Company WLL Abu Dhabi, UAE


Name of Directors : Mr. Abdul Rauf Sami


Nature of activities : Building contracting, steel construction contracting, installation and repairingcooling systems, air conditioning contracting, power transmission anddistribution net work contracting etc.




(ix) Name of the Company/Entity : Delma Emirates Group ( Corporate Office) Abu Dhabi, UAE

Sole Proprietary concern of Mr. Ahmed Khalil Khaled Al Meraikhi


Nature of activities : Investments, Establishment management, consultancy etc.


Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008

Proprietor’s Capital 72 72 72 72 Proprietor’s Current A/c. 0 0 0 0 Retained earnings 3431 3293 2645 2104 Total Proprietor’s Funds 3504 3365 2717 2176 Total Income 847 3389 3001 3169 Profit after Tax 139 648 541 1084

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008

Share Capital 360 360 360 360 Shareholder’s Current A/c. 0 0 0 0 Reserves & Surplus 6885 6404 4613 3440 Total Shareholder’s Funds 7245 6764 4973 3800 Total Income 8182 29751 19105 15801 Profit after Tax 481 1791 1173 978

21




4.3 OBJECT AND PURPOSE OF ACQUISITION AND FUTURE PLANS OF THE ACQUIRERS WITH RESPECTTO HOTL

4.3.1 The objects of the acquisition are substantial acquisition of Shares of HOTL followed by change in control. TheAcquirers are proposing to acquire control from the present promoters.

4.3.2 Barring unforeseen circumstances, the Acquirers are confident of ensuring sustained growth. HOTL is currentlynot engaged in any significant business activity, except deployment of surplus resources in Shares, Deposits/ICDs. The Company has been performing modestly. The Acquirers are not proposing to continue with the presentactivities and intend to discontinue the present activities. They are proposing to commence activities under themain objects which are permitted under FEMA.. The main objects will also be amended so as to commenceactivities in the Infrastructure sector. The Acquirers are proposing to undertake/carry out infrastructure relatedactivities like development of Roads, bridges, sewage/water pipe lines etc. in India.

4.3.3 The Offer will result in change in control of HOTL. Subject to satisfaction of the provisions under the CompaniesAct, 1956 and/or any other Regulation(s), the Acquirers intend to make changes in the management of HOTL. Itis proposed to induct new Directors representing the Acquirers on the Board of HOTL but the Acquirers are yet todecide on the name of the persons who will be so inducted to the Board. The understanding among the Acquirersis that in case they do not get approval from RBI before completion of the Offer for the acquisition of Shares byDelma Investments LLC, then the Shares will be acquired by Mrs. Ushadevi Pathiyil. Delma Investments LLC willbe appointing their nominees on the Board of Directors of the Target Company even if they do not hold anyShares, subject to compliance with any applicable Laws or Regulations in India and have management controljointly Mrs. Ushadevi Pathiyil.

4.3.4 The likely changes in the management/taking control by the Acquirers shall be subject to successful completionof the Open Offer formalities, including despatch of consideration for the Shares accepted and shall be subject tocompliance with Regulation 23(6) of the Regulations.

4.3.5 The Acquirers do not have any plans to dispose off or otherwise encumber any assets of HOTL in the succeedingtwo years from the date of closure of the Offer, except in the ordinary course of business as may be permissible.They undertake that they shall not sell, dispose of or otherwise encumber any substantial assets of the TargetCompany except with the prior approval of the shareholders.

4.3.6 There is at present no conflict of interest between the Acquirers/other Companies /ventures promoted by theAcquirers. There is no potential conflict of interest in India as and when the Company commences activitiesproposed as laid out under 4.3.2 above.

5. COMPLIANCE WITH REGULATION 21(2) & CLAUSE 40A OF THE LISTING AGREEMENT

The acquisition of 20 % of the voting capital of HOTL under this Offer( assuming full acceptance) , the Sharesbeing acquired through the Share Purchase Agreement will result in public Shareholding falling below the levelrequired for continued Listing. Assuming full acceptance under this Offer, the post offer holding of the Public shallbe 5.98% , below the level required for continued listing. If consequent to the Shares being acquired through theShare Purchase Agreement, this offer and any further acquisitions by the Acquirers till 7 days prior to closure ofthe Offer, the public holding falls below the level required for continued listing, then the Acquirers/Target Company

Details 31-03-2011 ( 3 months) 31-12-2010 31-12-2009 31-12-2008 Proprietor’s Capital 1908 1908 1908 192 Proprietor’s Current A/c. ( Negative figure in brackets)

9226 9867 8975 (172)

Retained earnings 12014 9447 160 (4) Total Proprietor’s Funds 23149 21221 11043 16 Total Income 4301 15498 914 0 Profit after Tax ( Loss in brackets)

2568 9286 164 (4)

22

LETTER OF OFFER

will comply with the relevant provisions of Clause 40A of the listing agreement in this regard. The Acquirers/Target Company will ensure and maintain the public holding at the stipulated level of 25% within a time frame ofone year in the manner as prescribed under Clause 40A of the listing agreement with the Stock Exchange wherethe Equity Shares of the Target Company are listed. The Acquirers undertake and declare that they do not haveany intention to delist the Equity Shares of the Target Company for a period of three years succeeding this OpenOffer.

6 BACKGROUND OF THE TARGET COMPANY

6.1.1 Hari Om Trades & Agencies Ltd (CIN :L51100MH1985PLC035147) was incorporated on 23rd January 1985 in theState of Maharashtra under the Companies Act, 1956. The Company obtained Certificate for commencement ofbusiness on 4th February 1985. HOTL made public issue of Equity Shares which opened for subscription on3rd June 1985 and closed on 17th June 1985 and got its Equity Shares listed at The Bombay Stock Exchange Ltd.

6.1.2 The Registered Office is situated at 304, Abhay Steel House, Baroda Street, Carnac Bunder, Mumbai 400 009(Tel: (022) 23481083/23484886, Fax: 022) 23433887, E mail: [email protected])

6.1.3 The Corporate Office is located at Gut No. 78-81, Pangra Shivar, Paithan Road, Chitegaon, Aurangabad 431 107(Tel: (02431) 251453/251659/251165 Fax : (02431) 251879, E mail: [email protected])

6.1.4 HOTL was initially engaged in trading activities in Steel and allied products. At present HOTL is engaged inInvestments in Shares, Deposits/ICDs by deploying surplus resources.

6.1.5 HOTL was originally promoted by Shri. Champa Lal Hirawat, Shri. Amit Kumar Jain, Shri. Kailash ChandraPoddar and Shri. Samir M Sinha. On 30-05-1986, Shri. R L Gupta, Shri. Narendra Kumar Gupta andSmt. Sushiladevi Gupta were appointed as Directors and took over control of the Company. The Gupta familyacquired Equity Shares of the Company on various dates from 03-09-1986 to 12-03-1995 and are presentlyholding 1,84,450 Equity Shares, constituting 74.08% of the paid up and voting Capital.

6.1.6 HOTL do not hold any Fixed Assets as on 31-03-2011, date of last audit. There has not been any sale of FixedAssets in the last three years.

6.1.7 The Directors of HOTL are Shri. Raghunandan Lal Gupta(Managing Director) (DIN:00061861), Shri. NarendraKumar Gupta (Non Executive) ( DIN: 00062628) and Smt. Sushila Devi Gupta (Non Executive) ( DIN:02442013).

6.1.8 The Authorized Capital of HOTL is Rs.25 Lacs, divided into 2,50,000 Equity Shares of Rs 10/- each. The paid upand voting Equity Share Capital is 2,49,000 Equity Shares of Rs. 10/- each, aggregating to Rs. 24.90 Lacs. All theoutstanding Equity Shares are fully paid up, listed and admitted for trading at the Stock Exchanges

6.1.9 There are no Warrants, Options or any convertible instruments, convertible into Equity Shares at a later stage.

6.1.10 As on date of this Public Announcement, the promoters/promoter group/persons in control hold 1,84,450 EquityShares, constituting 74.08% of the paid up and voting Capital.

6.1.11 HOTL has not entered into agreement with Depositories for offering Shares in demat form since the Net Worth isinadequate. The Equity Shares are traded in physical form only. The Market lot is 50(Fifty) only.

6.1.12 HOTL has, as its main objects, (1) To carry on the business of exporters, importers, retailers, merchants, buyers,sellers, brokers, buying agents, selling agents, packers, re-packers, commission agents, factors, distributors,stockiests, agents, dealers and suppliers of all kinds of chemicals, intermediates, pesticides, insecticides, alltypes of commodities, goods, personal products, accessories, scientific equipments of all description etc. (2)Tocarry on all kinds of agency including that of clearing agents, freight contractors, steamer agent, forwardingagent, licensing agents and general brokers.

6.1.13 HOTL has no Subsidiaries.

6.1.14 HOTL is not a Sick Company. HOTL does not have any overdue liabilities to Banks/FIs/Deposit holders.

6.1.15 There has not been any merger or demerger or spin-off of activity in the preceding 3 years.

6.1.16 There are no pending litigations against HOTL.

6.1.17 None of the Directors of HOTL represent the Acquirers.

23


6.1.18 The Marketable lot for the Shares of HOTL for the purpose of this Offer is 50 (Fifty only).

6.1.19 The Equity Shares of HOTL are listed at The Bombay Stock Exchange Ltd, Mumbai (BSE). All the outstandingissued Equity Shares of HOTL are listed and admitted for trading. There are no partly paid Equity Shares. Thereare no outstanding warrants or options or similar instruments, convertible into Equity Shares at a later stage. ThePromoter group holding of 1,84,450 Equity Shares (74.08%) were under lock in upto 30-06-2011, in pursuance ofcondition for Revocation of Suspension by BSE.

6.1.20 Trading in Equity Shares of the Company was suspended by BSE w.e.f from 27-01-2004 for non compliance withvarious clauses of the listing agreement. The suspension has been revoked vide notice dated 18-03-2011 fromBSE and commencement of trading was announced to take place from 24-03-2011. Apart from this, no otheraction has been taken against the Target Company by SEBI or Stock Exchanges.

6.1.21 HOTL has no arrears of listing fee to BSE.

6.1.22 As per Circular No. SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004 issued by SEBI, the provisionsunder Clause 49 of the Listing Agreement is not applicable to the Target Company since the Paid up Capital isless than Rs. 300 Lacs and Net Worth less than Rs. 2500 Lacs, at any time in the history of the Target Company.

6.1.23 The filing under Regulation 6(2) and 6(4) for 1997 and 8(3) from 1998 to 2010, were done late by the TargetCompany. For violation of the provisions under Chapter II of the Regulations for the years 1997 to 2010, SEBImay initiate suitable action against HOTL. As per information received from the Target Company, the promotershave complied with filing requirements under Chapter II of the Regulations in time except filing under Reg. 7(1A)for sale of Shares on 24-12-2009 in excess of 2% of the paid up and voting capital. For the said delay in filingunder Reg. 7(1A), SEBI may initiate suitable action against the Promoters/promoter group Shareholders.

6.1.24 The Compliance Officer of HOTL is Shri. Narendrakumar Gupta, Director, residing at 58-59, N-1, Cidco, Aurangabad,Maharashtra 431 001 (Tel. No. (240) 248 4448, Email ID: Corporate@ rlsteels.com), who will be available at theCorporate Office address of HOTL, i.e.. Gut No. 78-81, Pangra Shivar, Paithan Road, Chitegaon, Aurangabad431 107 (Tel: (02431) 251453/251659/251165 Fax : (02431) 251879, E mail: [email protected]) and shallattend to all investor grievances.

6.2 Equity Share Capital History

6.2.1 Equity Share Capital Structure of HOTL as on the date of Letter of Offer

6.2.2 Build Up of Current Capital

6.2.2.1 Build up of Authorized Capital

(In Rs.)

The Authorized Capital consists of Equity Shares only.

Paid up Equity Shares No. of Shares

% of Shares

Voting Rights % of voting rights.

Fully paid up Equity Shares 2,49,000 100 2,49,000 100 Partly paid up Equity Shares 0 0 0 0 Total paid up Equity Shares 2,49,000 100 2,49,000 100 Total voting rights in Target Company 2,49,000 100 2,49,000 100

Date From To Authorized Capital after enhancement

On Incorporation 0 1,00,000 1,00,000 21.02.1985 1,00,000 25,00,000 25,00,000

24

LETTER OF OFFER

6.2.2.2. Build up of Current Paid up Capital

6.2.2.3. Change in holding of present promoters/persons in control and position of Compliance

Mraket purchase includes shares acquired/sold through “Off Market “deals i.e. other than through Stock Exchanges.

The 9,000 Equity shares sold through an “Off Market” deal on 24th December 2009 by Shri. RaghunandanlalGupta, one of the present promoters is at a price of Rs. 10/- only per Equity Share and the buyer is Shri. C.P.

Date of allotment

No. and % of Shares Issued

Cumulative paid up capital (Rs.)

Mode of allotment

Identity of allottees (e.g.-promoters /others

Status of compliance With SEBI (SAST) Regulations other Regulations under SEBI Act 1992 and other Statutory provisions.

On Incorporation

70 (100% of

then paid up capital)

700 Signatories to the Memorandum , for cash

Signatories to the Memorandum being the promoters

Provisions of Companies Act, complied with. SEBI(SAST) Regulations as well as other Regulations/provisions under SEBI Act, not applicable

10-06-1985

98,930 (99.929% of then paid up

capital)

9,90,000 Allotted to promoters, relatives & associates for cash as part of Public Issue

Promoters, relatives & associates.

Provisions of Companies Act, complied with SEBI(SAST) Regulations as well as other Regulations / provisions under SEBI Act, not applicable

10-06-1985

1,50,000 (60.24% of

then paid up capital)

24,90,000 Allotted to Public through Prospectus Public Issue

Public through Prospectus .

Provisions of Companies Act, complied with SEBI(SAST) Regulations as well as other Regulations / provisions under SEBI Act, not applicable

Date Opening Balance - Promoter

group

Opening Capital - Target

Company

Opening % holding -promoter

group

Name of promoter No of shares

Acquired

Mode of Acquisition

(Memorandum/IPO/FPO/Market

Purchases/Preferential

Allotment/Rights Issue/Bonus

Shares/Inter-se-transfer etc.,)

No of

shares

sold

Closing Capital -

Target Company

Closing holding

- promot

er group

Closing % holding - promoter

group

Increase / Decrease

in percentage holding - Promoter Group (+/-

%)

Compliance status of SEBI(SAST) Regulations.

3-Sep-86 0 249000 0.00% Raghunandan Lal Gupta

19040 Market Purchase 0 249000 19040 7.65% 7.65% Not Applicable

3-Sep-86 19040 249000 7.65% Narendra Kumar Gupta 250 Market Purchase 0 249000 19290 7.75% 0.10% Not Applicable

3-Sep-86 19290 249000 7.75% Sushila Devi Gupta 250 Market Purchase 0 249000 19540 7.85% 0.10% Not Applicable

3-Sep-86 19540 249000 7.85% Usha Gupta 250 Market Purchase 0 249000 19790 7.95% 0.10% Not Applicable

1-Dec-92 19790 249000 7.95% Raghunandan Lal Gupta


4-Mar-93 160220 249000 64.47% Raghunandan Lal Gupta





Market sale 200 249000 177720 71.37% -0.08% Not Applicable

12-Mar-95 177720 249000 71.49% Narendra Kumar Gupta 15750 Market Purchase 0 249000 193470 77.70% 6.33% Not Applicable

12-Mar-95 193470 249000 77.82% Narendra Kumar Gupta Market sale 370 249000 193100 77.55% -0.15% Not Applicable

12-Mar-95 193100 249000 77.67% Usha Gupta

350 Market Purchase

0

249000

193450 77.69% -0.01% Not Applicable

24-Dec-09 193450 249000 77.81% Raghunandan Lal Gupta

Market sale 9000 249000 184450 74.08% -3.61% Not reported under Reg 7(1A) in time

25


Patel, residing at N5, E-39/1-4, Gulmohar Colony, Aurangabad

6.3 As on date of this Letter of Offer, there are no outstanding Warrants, Options or Convertible instruments, convertibleinto Equity Shares at a later date.

6.4 All the outstanding Equity Shares of HOTL are listed and admitted for trading at BSE.

6.5 Trading in Equity Shares of the Company was suspended by BSE w.e. from 27-01-2004 for non compliance withvarious clauses of the listing agreement. The suspension has been revoked vide notice dated 18-03-2011 fromBSE and commencement of trading was announced to take place from 24-03-2011. Apart from this, no otheraction has been taken against the Target Company by SEBI or Stock Exchanges.

6.6.1 Board of Directors as on Wednesday, July 27, 2011, the date of PA

There has not been any change in Directors after the date of PA.

6.6.2 Experience, Qualification etc. of the Board of Directors

None of the Directors represent the Acquirers.

6.6.3 There has been no change in Board of Directors in the last three years.

6.7 There has not been any mergers/demergers involving the Target Company nor was there any spin off of activityduring the last three years. There have not been any changes in name since Incorporation.

6.8 Brief Audited Financial data of HOTL for the last three years are given hereunder:

Name Date of appointment

Residential Address Designation

Shri. Raghunandan Lal Gupta (DIN: 00061861)

30-05-1986 58-59, N-1, CIDCO, Aurangabad Maharashtra 431 003 Mumbai 400 066 Tel. No. (0240) 2484448 E mail ID: [email protected]

Managing Director (Non Executive)

Shri. Narendra Kumar Gupta (DIN: 00062268)


Director (Non Executive)

Smt. Sushila Devi Gupta (DIN: 02442013)


Director (Non Executive)

Name Age, Qualification, Occupation Experience, in brief Shri. Raghunandan Lal Gupta (DIN: 00061861)

Age: 79 years Qualification: B.Com Occupation: Business

Over 50 years’ experience in Steel trading, trading in other mercantile, casting industry etc.

Shri. Narendra Kumar Gupta (DIN: 00062268)

Age: 52 years Qualification: B.Com Occupation: Business

Over thirty 30 years experience family business of trading in Steel, General mercantile trade, casting etc.

Smt. Sushila Devi Gupta (DIN: 02442013)

Age: 75 years Qualification: Undergraduate Occupation: NIL

No significant experience other than as Director of Target Company

26

LETTER OF OFFER

(Rs. In Lacs)

Details of Investments ( Rs. In Lacs)

Profit & Loss Statement 31.03.2011 31.03.2010 31.03.2009 Income from Main operations 0.00 0.00 0.00 Other Income 2.82 2.66 3.17 Total Income 2.82 2.66 3.17 Expenditure Administrative Expenses 5.29 1.02 2.67 Personnel Expenses 0.00 0.12 0.00 Profit before Depreciation, Interest and Tax (Loss in brackets)

(2.48) 1.52 0.50

Depreciation 0.00 0.00 0.00 Interest & Fin charges 0.00 0.00 0.01 Profit Before Tax (2.48) 1.52 0.49 Less: Provision for Current Taxes 0.00 0.00 0.00 Profit After Tax for the year (2.48) 1.52 0.49 Prior period taxes 0.00 0.00 0.00 Balance of profit carried to Reserves& surplus

(2.48) 1.52 0.49

Balance Sheet Statement 31.03.2011 31.03.2010 31.03.2009 Sources of funds Paid up Equity Share Capital 24.90 24.90 24.90 Reserves & Surplus 19.32 21.79 20.28 Net Worth 44.22 46.69 45.18 Secured Loans 0.00 0.00 0.00 Unsecured Loans 0.00 0.00 0.00 Total Source of funds 44.22 46.69 45.18 Uses of funds Net Fixed Assets 0.00 0.00 0.00 Net Current Assets 18.84 19.31 19.40 Investments 25.38 27.38 25.78 Total 44.22 46.69 45.18

31.03.2011 31.03.2010 31.03.2009 Other Financial Data Dividend (%) 0.00% 0.00% 0.00% Earnings per Share (Rs.) for the year for the year ( Negative figure in brackets)

(1.00) 0.61 0.20

Return on Net Worth (%) (Profit after Tax X100/Net Worth) ( Negative figure in brackets)

(5.60%) 3.25% 1.08%

Book Value Per Share (Rs.) (Net Worth/No. of Shares)

17.76 18.75 18.14

31.03.2011 31.03.2010 31.03.2009 Quoted 120400 Equity Shares of Akar Tools Ltd 10.43

10.43 10.43

Unquoted R L Steels Ltd (59600 Eq. Shares in all other years and 60,000 Shares in 2009)

14.90 16.90 14.90

Gupta Concast Ltd (100 Eq. Shares )

0.001 0.001 0.001

BMC Bank Ltd (498 Eq. Shares)

0.05 0.05 0.05

Ellora Steels Ltd 0.00 0.00 0.40 Total Investments 25.38 27.38 25.78

27


DETAILS OF OTHER INCOME DURING ABOVE PERIOD

( Rs. In Lacs)

Notes:

v There is no change in accounting policies during the above period

v There is no Revaluation Reserves

v There is no Extra Ordinary Income or Expenditure during the above period

v Reason for significant fall in Total Income and PAT: The Company is not carrying out its main activity and theentire income comprises of interest earned and Dividend Income from Investments made. In view of this, theIncome for above period come down each year as Dividend Income has declined since same is contingent onDividend declared by Investee Companies. Interest income has also come down slightly because of rate variations.Expenses in the year 2009-10 is less than the previous year mainly because in the year 2008-09, there was writeoff of bad debts of Rs. 2.11 Lacs. In the year 2010-11, administrative expenses has increased , compared toprevious year on account of compliance related expenses, mainly on account of payment of arrears of listing feeof Rs. 2.91 Lacs to BSE, Write off of sundry balances Rs. 0.90 Lacs and professional charges of Rs. 0.85 Lacs.The net effect of these variations in Income and expenditure is reflected in Net Profit or Loss reported for therespective years.

v Significant Accounting policies as on 31-03-2011, date of last audit:

a. Revenue Recognition: The Books of Accounts are maintained on accrual basis except where stated otherwise

b. Investments: Investments are valued at cots. Gain/Loss on Investments are accounted for, at the time ofsale/disposal

c. Expenditure is accounted on accrual basis.

d. Transactions with related parties : NIL

e. The liabilities in respect of Retirement benefits to employees are accounted for on actual payment basis.No provision is being made for liabilities on actuarial valuation

v There are no significant audit qualifications

v There are no contingent liabilities not provided for.

31.03.2011 31.03.2010 31.03.2009

Commission & Interest 0.90 0.98 1.36 Dividend 1.92 1.68 1.81 Total 2.82 2.66 3.17

28

LETTER OF OFFER

6.9 Pre and Post Offer Shareholding pattern of HOTL shall be as follows:

Notes:

a. There are no partly paid Equity Shares.

b. There are no warrants, options or convertible instruments, convertible at a later stage.

c. No Shares are subject to lock in

d. The Acquirers has not acquired any Shares from the date of the Public Announcement till date of this Letter ofOffer.

e. The number of Shareholders under Public Category, i.e. under 3 above, on the Specified Date is 35

Shareholder's Category

Shareholding prior to Agreement/PA

which triggered the Regulations

(A)

Shares acquired which triggered off

the Regulations

(B)

Shares to be acquired in Open Offer

( Assuming full acceptance)

(C)

Shareholding after the acquisition

and the Offer

(D) Number % Number % Number % Number %

1. Promoter Group Parties to the Agreement

Mr.Raghunandan Lal Gupta 167970 67.46 -167970 -67.46 0 0

Mr.Narendra Kumar Gupta 15630 6.28 -15630 -6.28 0 0

Mrs. Sushila Devi Gupta 250 0.10 -250 -0.10 0 0

Mrs. Usha Gupta 600 0.240 -600 -0.240 0 0 Total (1) 184450 74.08 -184450 -74.08 0 0

2. Acquirers

} } Delma Investments LLC 0 0

184450 74.08

49800 20.000 234250 94.08

Mrs. Ushadevi Pathiyil } }

} }

Total of Acquirers(2) 0 0 184450 74.08 49800 20.00 234250 94.08

3. Public Holding

Indian Public 64550 25.92 -49800 -20.00 14750 5.92

Total of Public (3) 64550 25.92 -49800 -20.00 14750 5.92 Grand Total (1+2+3) 249000 100.000 249000 100.000

29


7. OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1 Justification of Offer price

7.1.1 The Equity Shares of HOTL are listed at The Bombay Stock Exchange Ltd, Mumbai (BSE). The Shares are notadmitted as permitted Security in any other Stock Exchange.

7.1.2 The annualized trading turnover of Shares of HOTL, at BSE during the preceding 6 calendar months prior to themonth in which Public Announcement was made (i.e. during the months January 2011 to June 2011) is givenhereunder:

The trading data is given below:

The trading volume data in respect of BSE has been taken from the BSE’s website www.bseindia.com.

The Equity Shares are thus infrequently traded in terms of Regulation 20 (5), explanation (i) at BSE.

7.1.3 Since the Equity Shares of the Target Company has been infrequently traded as per explanation (i) to Regulation20(5) at BSE during the 6 calendar months preceding the month in which the Public Announcement is made, theOffer price has been justified, taking into account, the following parameters, as set out under Regulations 20(5)©:

(Source of Information: (a) Audited Accounts as on 31.03.2011 published by HOTL (b)Share Purchase Agreementdated 22nd July 2011

7.1.4. This is not an indirect acquisition/control.

7.1.5 Non Compete Fee: There is no non-compete agreement for payment to any person.

7.1.6 The Offer price is justified in terms of Regulation 20 (11) of the Regulations.

7.1.7 The Offer price is justified in terms of Regulation 20 (11) of the Regulations. In the opinion of the Manager to theOffer and the Acquirers, the Offer price is justified. The Offer price of Rs. 200/- per fully paid Equity Share ishigher than the Book Value as on 31-03-2011. The Offer price is also justified considering EPS, Return on NetWorth, PE etc. In the year ended March 2011, the Company returned Net losses. There are no partly paid Shares.

7.1.8 In the event of any further acquisition of Equity Shares by the Acquirers upto 7 working days prior to the closureof the Offer at a price higher than the Offer price, then the Offer price will be revised upwards to be equal to ormore than the highest price paid for such acquisition. However, the Acquirers shall not be acquiring any EquityShares of HOTL during the period of 7 working days, prior to the date of closure of the Offer.

7.2 Financial arrangements

7.2.1 The Acquirers have adequate resources to meet the financial requirements of the Offer. The funds requirementswill be met from own sources/Net Worth and no borrowings from Banks/FIs is envisaged.

7.2.2 Assuming full acceptance, the total funds requirements to meet this Offer is Rs. 99,60,000/- (Rupees Ninety nineLacs sixty thousand only).

Name of Stock Exchange(s)

Total no. of Shares traded during the 6 calendar months prior to the month in which the P A was made.

Total No. of listed Shares

Annualized Trading turnover ( in terms of % to total listed Shares)

The Bombay Stock Exchange Ltd (BSE) 0 2,49,000 0.00

1 Negotiated price paid by the Acquirer under the any Agreement referred to in Regulation 20(4)(a).

Rs. 200/-

2 Highest price paid by the Acquirer for acquisition including by way of allotment in a Public or Rights issue, if any, during the twenty-six week period prior to the date of Public Announcement.

N.A.

3 Price paid by the Acquirer under any Preferential allotment made to them any time during the twenty six weeks preceding the date of PA

N.A.

4 Book Value of the Equity Shares as on 31.03.2011 (audited) Rs.17.76 5 Earnings Per Share (EPS) as on 31.03.2011 (audited) - Rs. 1.00 6 Return on Net Worth during the preceding Financial year ended 31.03.2011 -5.60% 7 Offer Price Rs. 200/-

30

LETTER OF OFFER

7.2.3 In accordance with Regulation 28 of the SEBI (SAST) Regulations, the Acquirers have created an Escrow Accountin the form of Bank Deposit for Rs. 25,00,000/- (Rupees Twenty five Lacs only), which is more than 25 % of thetotal consideration payable under the Offer, with The Federal Bank Ltd, 93,94 & 95 EMP-17, Venus CHS, ThakurVillage, Kandivli East, Mumbai 400 101 on July 23 , 2011 and lien has been marked on the said account in favorof Fedex Securities Ltd., Manager to the Offer.

7.2.4 The Acquirers have authorized Fedex Securities Ltd., Managers to the Offer to realize the value of the EscrowAccount in terms of the Regulations.

7.2.5 As per Certificate dated 24th July 2011 from FRG, Chartered Accountants, ( signed by Mr. Habib Darwish AlRahma), P O Box, 113854, Dubai, United Arab Emirates (Tel. No. 0971 4 3295900 Fax No. 0971 4 3295800 ,Email ID: [email protected]), the Net worth of Delma Investments LLC as on 20th July 2011 isUS$ 1512902/- ( Equivalent to Indian Rs. 6,72,18,236 /- at Exchange rate of Rs. 44.43.)

7.2.6 FRG, Chartered Accountants, ( signed by Mr. Habib Darwish Al Rahma), P O Box, 113854, Dubai, United ArabEmirates (Tel. No. 0971 4 3295900 Fax No. 0971 4 3295800 , Email ID: [email protected]) have , vide theircertificate dated 24th July 2011 certified that Delma Investments LLC has liquid resources of US $ 1407902 as on20th July 2011 ( Equivalent to Indian Rs. 6,25,53,086/-) This will be adequate to meet the funds requirements ofthe Offer. The liquid resources comprise of Bank Deposits, Advances and receivables other advances and cashbalances. This Acquirer, being a Foreign Company, the funds requirements with them to meet the Offer will bemet from foreign source only.

7.2.7 As per Certificate dated 25th July 2011 from G. Suresh Kumar( Membership No. 207977), Partner, FRG & Company,Chartered Accountants, 303, rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai400 080 (Tel. No. (022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), the Net worth of Mrs. Ushadevi Pathiyil ason 25th July 2011 is Rs. 5,10,00,000/-.

7.2.8 As per Certificate dated 25th July 2011 from G. Suresh Kumar( Membership No. 207977), Partner, FRG & Company,Chartered Accountants, 303, Rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai400 080 (Tel. No. (022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), the liquid sources available withMrs. Ushadevi Pathiyil as on 25th July 2011 is Rs. 5,10,00,000/-. This comprises of Deposits with Banks in CurrentAccount, Advances and receivables, Cash balances, investments and other current assets. This Acquirer willmeet the funds requirements from domestic source only.

7.2.9 The liquid resources are (1) Delma Investments LLC: Deposit with bank in Current Account Us$ 817440/-, Advancesand receivables US $ 326975/-, Cash Balances US $ 163487/- and Other advances US $ 100000/- TotalUS $ 1407902 equivalent to Indian Rs.62553086/- ( 2) Mrs. Ushadevi Pathiyil : Deposit with banks in CurrentAccount Rs. 26,00,000/-, Advances and receivables Rs. 5400000/- , Cash balances Rs. 10,00,000/-, InvestmentsRs. 380,00,000/- and Other Assets Rs. 40,00,000/-.

7.2.10 The liquid resources available with the Acquirers are sufficient to meet the cost of Acquisition of Shares throughthe Agreement, the Open Offer and expenses thereof.

7.2.11Based on the above, Fedex Securities Limited, Manager to the Offer certify and confirm that firm arrangementsfor funds and money for payment through verifiable means are in place to fulfill the Offer obligations.

8. TERMS AND CONDITIONS OF THE OFFER

8.1

a. This Offer will open on Friday, October 28 , 2011 and will close on Wednesday, November 16, 2011. The EquityShares offered under this Offer should be free from all liens, charges, equitable interests, encumbrances and areto be offered together with, if any, of all rights of dividends, bonuses or rights from now on and hereafter.

b. This is not a conditional Offer and there is no stipulation on any minimum level of acceptance.

c. The Specified date for this Offer is Friday, August 19, 2011.

d. Specified date is only for the purpose of determining the names of the Shareholders as on such date, towhom the Letter of Offer would be sent and all owners (registered or unregistered) of Shares of HOTLanytime before the closure of the Offer are eligible to participate in the Offer.

31


e. The Acquirers will comply with the Takeover Regulations and complete the Offer formalities irrespective of thecompliance or fulfillment or outcome of the Share Purchase Agreement and its related conditions.

f. In case of non-compliance with any of the provisions of the Takeover Regulations, the Share Purchase Agreementshall not be acted upon by the Seller or the Acquirers.

g. HOTL has not signed agreements with Depositories. The Shares are traded in physical Form only

h. The Marketable lot for the Shares of HOTL for the purpose of this Offer shall be 50(Fifty only).

8.2 Locked in Shares: As on date of Public Announcement, no Shares are subject to lock in.

8.3. Eligibility for accepting the Offer

8.3.1 The Letter of Offer shall be mailed to all Equity Shareholders (except the present promoters, promoter groupshareholders, parties to the agreement and the Acquirers) whose names appear in register of Target Company ason Friday, August 19, 2011, the Specified Date.

8.3.2 This Offer is also open to persons who own Equity Shares in HOTL but are not registered Shareholders as on the“Specified date”.

8.3.3 All Equity Shareholders (except the present promoters, promoter group shareholders, parties to the agreementand the Acquirers) who own Equity Shares of Target Company anytime before the closure of the Offer are eligibleto participate in the Offer.

8.3.4 The Form of acceptance and other documents required to be submitted, herewith, will be accepted by Registrarto the Offer, M/s. Bigshare Services Pvt. Ltd., E 2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri(East), Mumbai 400 072 (Telephone No. (022) 40430200, Fax No. (022) 2847 5207 email:[email protected] (Contact Person: Shri. Ashok Shetty) between 10 a.m. to 4 p.m. on working daysand between 10. a.m. to 2 p.m. on Saturdays, during the period the Offer is open.

8.3.5 The Public Announcement, Corrigendum to PA, the Letter of Offer, the Form of Acceptance and Form of Withdrawalwill also be available on the SEBI website: www.sebi.gov.in. In case of non-receipt of the Letter of Offer, allShareholders including unregistered Shareholders, if they so desire, may download the Letter of Offer, the Formof Acceptance or Form of Withdrawal from the SEBI’s website for applying in the Offer or to withdraw from theOffer.

8.3.6 Unregistered Shareholders, those who hold in street name and those who apply in plain paper will not be requiredto provide any indemnity. They may follow the same procedure mentioned above for registered Shareholders.

8.3.7 The acceptance of this Offer by the Equity Shareholders of HOTL must be absolute and unqualified. Any acceptanceto this Offer which is conditional or incomplete in any respect will be rejected without assigning any reasonwhatsoever.

8.3.8 The acceptance of this Offer is entirely at the discretion of the Equity Shareholders of HOTL.

8.3.9 The Acquirers, Manager to the Offer or Registrar to the Offer accept no responsibility for any loss of Equity ShareCertificates, Offer Acceptance Forms, Withdrawal Form, Share Transfer Deed etc. during transit and the EquityShareholders of HOTL are advised to adequately safeguard their interest in this regard.

8.3.10 The acceptance of Shares tendered in the Offer will be made by the Acquirers in consultation with the Manager tothe Offer.

8.3.11 The instructions, authorizations and provisions contained in the Form of Acceptance and Form of Withdrawalconstitute part of the terms of the Offer.

8.3.12 The Manager to the Offer shall submit a final report to SEBI within 45 days of closure of the Offer in accordancewith Regulation 24 (7) of the Regulations.

8.3.13 For any assistance please contact Fedex Securities Limited, Manager to the Offer or the Acquirers or the Registrarto the Offer.

8.4 Statutory Approvals :

8.4.1 As on the date of this Public Announcement, approval from Reserve Bank of India under Foreign Exchange

32

LETTER OF OFFER

Management Act (FEMA) is required to acquire the Equity Shares being acquired through the Share PurchaseAgreement as well as that are tendered pursuant to the Offer. Necessary application has been submitted to RBIthrough an authorized Dealer on August 6, 2011. Clarifications sought by RBI has also been submitted. To thebest of knowledge of the Acquirer, no other Statutory approvals are required as on date of this letter of Offer.However, the Offer would be subject to all statutory approvals that may become applicable at a later date.

8.4.2 Barring unforeseen circumstances, the Acquirers would endeavor to obtain all the approvals within 15 days fromthe date of closure of the Offer. In terms of Regulation 22(12) of the Regulations, in the case of non-receipt ofstatutory approvals, SEBI has the power to grant extension of time for the purpose of making payment, subject to,the Acquirers agreeing to pay interest to the Shareholders for delay beyond 15 days from the date of closure ofOffer. In case the Acquirers fail to obtain requisite Statutory approvals in time, on account of any willful default orneglect or inaction or no-action, then action in terms of Regulation 22(13) will be initiated by SEBI.

8.4.3 No approval is required to be obtained from Banks/Financial Institutions for the Offer.

9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

ACCEPTANCE OF THE OFFER

9.1.1 Name and Address of the persons (Registrars to the Offer) to whom the Equity Shares along with documentsrequired to be submitted therewith, should be sent.

9.1.2 Shareholders holding Shares in physical form and wishing to tender their Equity Shares will be required to sendtheir form of acceptance, original Share certificates and transfer deeds to the Registrar to the Offer: M/s. BigshareServices Pvt. Ltd., E 2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai 400 072(Telephone No. (022) 40430200, Fax No. (022) 2847 5207 email: [email protected] (Contact Person:Shri. Ashok Shetty) either by hand delivery or by Registered Post, to reach them on or before the closure of theOffer, i.e. Wednesday, November 16, 2011. in accordance with the instructions specified in the Letter of Offer andin the Form of Acceptance. In case the Share Certificate(s) and Transfer Deeds are lodged with HOTL /its ShareTransfer Agent for transfer and have not been received back, then the acceptance shall be accompanied by (i)The Share Transfer Deed(s) and (ii) The acknowledgement of the lodgment with, or receipt issued by BSL/itstransfer agents for the Share Certificate(s) so lodged. Where the Transfer Deeds are signed by a constitutedAttorney, a certified copy of the Power of Attorney shall also be lodged. In the case of body corporate/limitedCompanies, certified copy of the Memorandum & Articles of Association and copy of the Board Resolutionauthorizing the signatory, shall also be sent.

9.1.3 The Acceptance Form along with Share Certificates and other relevant documents shall be sent to the Registrarsonly. The same shall not be sent to the Acquirers, Target Company or Manager to the Offer.

9.2. Procedure for acceptance of the Offer by unregistered Shareholders/owners of Shares who have sentthem for transfer or those who did not receive the Letter of Offer

9.2.1. Accidental omission to despatch the Letter of Offer to any person will not invalidate the Offer in any way.

9.2.2 In case of non-receipt of the letter of Offer, the eligible person(s), holding Equity Shares of HOTL in physical form,may send his/her/their consent on plain paper stating the name, address, number of Shares held, distinctivenumbers, certificate numbers and the number of Equity Shares offered along with the Share certificates, dulysigned transfer forms and other required documents to the Registrar to the Offer so as to reach them on or beforethe date of closure of the Offer.

Registrars to the Offer Working days and timings Mode of delivery BIGSHARE SERVICES PVT.LTD. SEBI Regn. No. INR000002102 E 2/3, Ansa Industrial Estate Sakivihar Road, Saki Naka Andheri (East), Mumbai 400 072 Tel. No. (022) 40430200 Fax No. (022) 2847 5207 email: [email protected] Contact Person: Mr. Ashok Shetty

Monday to Friday 11.00 a. m. to 4.00 p.m. Saturday 11.00 a. m. to 2.00 p m

By Post/Courier/ Hand delivery

33


9.2.3 In case the Share Certificate(s) and Transfer Deeds are lodged with HOTL /its Share Transfer Agent for transferand have not been received back, then the acceptance shall be accompanied by (i) The Share Transfer Deed(s)and (ii) The acknowledgement of the lodgment with, or receipt issued by HOTL /its Share Transfer Agent, for theShare Certificate(s) so lodged. Where the Transfer Deeds are signed by a constituted Attorney, a certified copy ofthe Power of Attorney shall also be lodged. In the case of body corporate/limited Companies, certified copy ofMemorandum & Articles of Association shall also be sent.

9.2.4 Unregistered owners holding Equity Shares in physical Form should enclose

a. Form of Acceptance-cum-acknowledgement duly completed and signed in accordance with instructionscontained therein, by all Shareholders whose names appear on the Share certificates.

b. Original Share Certificates.

c. Original broker contract note of a registered broker of a recognized Stock Exchange

d. Valid Share transfer form as received from the market. The details of the buyer should be left blank. If thedetails of buyer are filled in, the tender will not be valid under the Offer. All other requirements for validtransfer will be pre-conditions for acceptance.

9.3 The Acquirers shall accept all valid fully paid up Shares tendered (except those which are withdrawn, within thedate specified for withdrawal).

9.4 If the number of Equity Shares offered by the Shareholders are more than the Offer size, then the acquisition fromeach Shareholder will be as per Regulation 21 (6) of the SEBI (SAST) Regulations, on proportionate basis andtaking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result innon-marketable lots. It will also be ensured that the acceptance from a Shareholder is not less than marketable lotor the entire holding, if it is less than the marketable lot.. The market lot for HOTL’s Shares is 50(fifty) only.

9.5 In terms of Regulation 22(12) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, incase of non receipt of statutory approvals, SEBI has the power to grant extension of time beyond 15 days from thedate of closure of offer, for the purpose of making payment, subject to, the Acquirers agreeing to pay interest tothe Shareholders for delay beyond 15 days from date of closure of the Offer.

9.6 The Equity Shares Certificate(s) and the transfer form (s) together with the Acceptance Form submitted by theacceptors of the Offer, will be held by the Registrars in trust for the acceptors of the Offer until the Acquirers paysthe Offer Price.

9.7 In case of acceptance on proportionate basis/or rejection for any reason, the unaccepted Share Certificates,Transfer deeds and other documents, if any, will be returned by Registered Post at the Share holder’s / unregisteredholder’s sole risk as per the details furnished in the form of acceptance-cum-acknowledgement.

9.8 Shareholders who are desirous of withdrawing their acceptances tendered in the Offer can do so upto threeworking days prior to the date of closure of the Offer, in terms of Regulation 22(5A).

9.9 The Withdrawal option can be exercised by submitting the Form of Withdrawal attached to the Letter of Offer dulyfilled in, with relevant particulars, so as to reach the Registrar to the Offer on or before Friday, November 11,2011.

9.10 The Withdrawal option can also be exercised by making an application on plain paper along with the followingdetails:

Name, Address, Distinctive numbers, Folio nos., No. of Shares tendered/ withdrawn, if held in physical form

9.11. The Shares withdrawn by Shareholders, which are in physical form will be returned by Registered Post.

9.12 SETTLEMENT/ PAYMENT OF CONSIDERATION

9.12.1 The Acquirers shall arrange to pay the consideration on or before Thursday, December 1, 2011.

9.12.2 Consideration for Equity Shares accepted will be paid as given hereinafter: Acceptors of this Offer, havingtheir Bank accounts at any of the Centres where Clearing Houses are managed by the Reserve Bank of India(RBI) will get payment of consideration through Electronic Credit Service (ECS), except where the acceptor is

34

LETTER OF OFFER

otherwise eligible to get payments through Direct Credit (“DC”), National Electronic Funds Transfer (“NEFT”) orReal Time Gross Settlement (“RTGS”). In case of other applicants, the consideration of value up to Rs. 1,500/-will be despatched “Under Certificate of Posting” and those of Rs. 1,500 and above by Registered Post or SpeedPost, by Demand Drafts/Banker’s Pay Order. Applicants to whom payments are made through Electronic transferof funds will be sent a letter (Payment advice) “Under Certificate of Posting” intimating them about the mode ofcredit/payment within 15 days from the date of closure of the Offer. The Registrars to the Offer shall ensuredespatch of Consideration/payment advice, if any, “Under Certificate of Posting” or Registered Post or SpeedPost or Electronic Clearing Service or Direct Credit or RTGS, only in the name of the Sole or First shareholderand all communication will be addressed to the person whose name appears on Acceptance Form within 15 daysof the date of Closure of the Offer and adequate funds for making payments as per the mode(s) disclosed aboveshall be made available to the Registrar by the Acquirers. Tax at applicable rate(s) will be deducted, in thosecases where Tax Deduction at Source (TDS) is applicable.

9.12.3 In terms of Regulation 22(12) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, inthe case of non receipt of statutory approvals, SEBI has the power to grant extension of time for the purpose ofmaking payment subject to the Acquirers agreeing to pay interest to the Shareholders for delay beyond the lastdate mentioned for payment of consideration.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at 6/466, Dhanya, Naduvakkad, Kannadi,Palakkad District, Kerala State 678 707 (Tel: (0491) 2538653) place of residence of one of the AcquirersThe documents can be inspected during normal business hours (10.00 A.M. to 5.00 P.M.) on all workingdays (except Saturdays and Sundays) during the period from the date of this Letter of Offer, till date ofclosure of the Offer.

1. Copy of Certificate dated 24th July 2011 from FRG, Chartered Accountants, P O Box, 113854, Dubai,United Arab Emirates (Tel. No. 0971 4 3295900 Fax No. 0971 4 3295800, Email ID: [email protected])certifying the Net worth of Delma Investments LLC as on 20th July 2011

2. Copy of Certificate from FRG, Chartered Accountants, P O Box, 113854, Dubai, United Arab Emirates (Tel.No. 0971 4 3295900 Fax No. 0971 4 3295800 , Email ID: [email protected]) dated 24th July 2011certifying the liquid sources available with Delma Investments LLC

3. Copy of Certificate dated 25th July 2011 from G. Suresh Kumar, Partner, FRG & Company, CharteredAccountants, 303, Rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai400 080 (Tel. No. (022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), certifying the Net worth of Mrs.Ushadevi Pathiyil as on 25th July 2011

4. Copy of Certificate dated 25th July 2011 from G. Suresh Kumar, Partner, FRG & Company, CharteredAccountants, 303, Rattan Galaxie, Near Mehul Cinema, Jawaharlal Nehru Road, Mulund (West), Mumbai400 080 (Tel. No. (022) 325 4560, Email ID: rajeshtiwarifrgglobal.com), certifying the liquid sources availablewith Mrs. Ushadevi Pathiyil as on 25th July 2011

5. Copy of Certificate of Incorporation issued on 23rd January 1985 by Registrar of Companies, Maharashtra,Mumbai of HOTL, the Target Company.

6. Copy of Certificate for commencement of business dated 4th February 1985 issued by Registrar ofCompanies, Maharashtra, Mumbai of HOTL, the Target Company.

7. Audited Balance Sheet, Profit and Loss Account, Report of Auditors, Directors etc. of HOTL as on 31.03.2009,31.03.2010 & 31.03.2011

8. Copy of Share Purchase Agreement dated July 22, 2011 between the Acquirers & present promoter ofHOTL for purchase of Shares and change in control of HOTL.

35


9. Copy of Board Resolution dated 21-07-2011 adopted by Board of Directors of Delma Investments LLC,authorizing Mr. Umesh Mohanan, Director to sign and execute all documents relating to the Acquisition/Offer

10. Ledger copy of ONR CA Account No. 16224200000014 opened with The Federal Bank Ltd, Branch KandivliEast, 93,94 & 95 EMP-17, Venus CHS, Thakur Village, Kandivli East, Mumbai 400 101 in which Escrowamount of Rs. 25.00 Lacs is deposited.

11. Copy of Letter dated August 4, 2011 from The Federal Bank Ltd, Branch Kandivli East, 93,94 & 95 EMP-17,Venus CHS, Thakur Village, Kandivli East, Mumbai 400 101 , certifying opening of Escrow Deposit Accountand noting of lien in favour of Fedex Securities Ltd, Manager to the Offer.

12. Copy of Letter from the Acquirers, authorizing Fedex Securities Ltd, to realize the value of Escrow Account,in terms of the Regulations.

13. Audited Accounts/Certified Accounts, Memorandum & Articles of Association, Certificate of Incorporation &Certificate for Commencement of Business etc., as applicable, of all Companies/Ventures promoted by thepromoters of the Acquirers, details of which are given in this Letter of Offer.

14. Published Copies of the Public Announcement made in newspapers on July 27, 2011.

15. Published Copy of Corrigendum to PA, made in Newspapers on October 19, 2011

16. Copy of MOU dated July 25, 2011 between the Acquirers and Manager to the Offer.

17. Copy of MOU dated July 27, 2011 between the Acquirers and the Registrar to the Offer.

18. Copy of application dated August 6, 2011 submitted to Punjab National Bank on August 6, 2011 for approvalunder FEMA from Reserve Bank of India.

19. Copy of acknowledgement for application dated August 6, 2011 submitted to Reserve Bank of India ,Mumbai on August 8, 2011 for approval under FEMA.

20. Due Diligence Certificate dated August 09, 2011 submitted to SEBI by Fedex Securities Ltd., Manager tothe Offer

21. Undertaking dated 25-07-2011 by the Acquirers, agreeing to maintain public holding as per Clause 40A oflisting agreement.

22. Undertaking dated 25-07-2011 by the Acquirers, expressing their intention not to delist the Equity Shares ofHOTL after the Offer.

23. Undertaking dated 25-07-2011, 2011 by the Acquirers agreeing that they shall not sell, dispose of or otherwiseencumber any substantial assets of the Target Company except with the prior approval of the shareholders.

24. SEBI Observation letter No. CFD/DCR/TO/SA/OW/32009/11 dated October 12, 2011

36

LETTER OF OFFER

11. DECLARATION

The Acquirers and each of the Directors of Delma Investments LLC, one of the Acquirers, jointly and severallyaccept full responsibility for the information contained in this Letter of Offer and Form of Acceptance. All informationcontained in this document is as on the date of the Public Announcement, unless stated otherwise.

The Acquirers shall be responsible for ensuring compliance of the Regulations.

The AcquirersFor Delma Investments LLC

Mr. Umesh MohananDirector & authorized signatory in this behalf

Mrs. Ushadevi Pathiyil

Place : Mumbai

Date : October 20, 2011

Encl.:

1. Form of Acceptance cum Acknowledgement

2. Form of Withdrawal

3. Share Transfer Deed

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with enclosures to the Registrars to the Offer)

From:

Unique identification No. under MAPIN, if applicable __________

To

BIGSHARE SERVICES PVT.LTD.UNIT: Hari Om Trades & Agencies Ltd – Open OfferE 2/3, Ansa Industrial Estate, Sakivihar Road, Saki NakaAndheri (East), Mumbai 400 072Tel. No. (022) 40430200Fax No. (022) 2847 5207email: [email protected] Person: Mr. Ashok Shetty

Dear Sir,

Sub: Open Offer to acquire 49,800 Equity Shares representing 20 % of the paid up and voting EquityCapital of Hari Om Trades & Agencies Limited

by Delma Investments LLC & another

I/We refer to the Letter of Offer dated October 20, 2011 for acquiring the Equity Shares held by me/us in Hari OmTrades & Agencies Limited.

I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions asmentioned therein. I/We, hold Equity Shares of Hari Om Trades & Agencies Limited in physical form, accept the offerand enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our Shares as detailedbelow:

Sl. Ledger No. of Share No. of Share DistinctiveNo Folio No. Shares Certificate Nos. Certificates Numbers

From To

(In case of insufficient space, please attach a separate sheet.)

I/We confirm that the Equity Shares of Hari Om Trades & Agencies Limited which are being tendered herewith by me/us under this offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We note and understand that the original Share certificate(s) and valid Share transfer deed will be held in trust forme/us by the Registrars to the Offer until the time the Acquirers makes payment of the purchase consideration asmentioned in the Letter of Offer. I/We also note and understand that the Acquirers will pay the consideration only afterverification of the documents and signatures.

Offer opens on Friday, October 28, 2011

Offer closes on Wednesday, November 16, 2011

Acknowledgement Receipt

Received from Mr./Ms./M/s. Form of acceptancecum acknowledgement in connection with open offer to Shareholders of Hari Om Trades & Agencies Limited

Ledger Folio No. _______________ No. of Share Certificates for ___________Shares of Hari Om Trades & AgenciesLimited.

Stamp of Registrar In case of physical Shares, verify the number of Share certificates / number of Shares

(Tear here)

(Tear

here

)

I/We confirm that the Equity Shares of Hari Om Trades & Agencies Limited which are transferred by me/us under thisoffer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We authorize the Acquirers to accept the Shares so offered which they may decide to accept in consultation with theManager to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us,Equity Share certificate(s) in respect of which the offer is not found valid /not accepted, specifying the reasons thereof.I/We authorize the Acquirers or the Manager to the Offer or the Registrars to the Offer to send by registered post/undercertificate of posting, the payment/payment advice as the case may be, in settlement of the amount to the sole/firstholder at the address mentioned below:

Name

Address

Pin Code

The permanent Account No. (PAN/GIR No.) Allotted under the Income Tax Act 1961 is as under

PAN / GIR No.

1st Shareholder

2nd Shareholder

3rd Shareholder

4th Shareholder

Yours faithfully

Signed and delivered

Full Name Holder’s Signature

Sole/ First Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Joint Holder 4

Place :

Date :

So as to avoid fraudulent encashment in transit, and also to enable payment through ECS/RTGS etc, the applicantsare requested to provide details of Bank account of the sole/first Shareholder .

Name of the Bank

Full address of the Branch

Nature of Account

Account Number

Payment through RTGS

IFSC Code of the Branch

MICR Code of the Branch

(Tear here)

Note : All future correspondence, if any, should be addressed to the Registrars to the Offer, at the following address:

BIGSHARE SERVICES PVT.LTD.UNIT: Hari Om Trades & Agencies Ltd – Open Offer

E 2/3, Ansa Industrial Estate, Sakivihar Road, Saki NakaAndheri (East), Mumbai 400 072

Tel. No. (022) 40430200Fax No. (022) 2847 5207

email: [email protected] Person: Mr. Ashok Shetty

(Tear

here

)

FORM OF WITHDRAWAL

From:

Unique identification No. under MAPIN, if applicable __________

To

BIGSHARE SERVICES PVT.LTD.UNIT: Hari Om Trades & Agencies Ltd – Open OfferE 2/3, Ansa Industrial Estate, Sakivihar Road, Saki NakaAndheri (East), Mumbai 400 072Tel. No. (022) 40430200Fax No. (022) 2847 5207email: [email protected] Person: Mr. Ashok Shetty

Dear Sir,

Sub: Open Offer to acquire 49,800 Equity Shares representing 20 % of the paid up and voting Equity Capitalof Hari Om Trades & Agencies Limited

by Delma Investments LLC & another

I/We refer to the Letter of Offer dated October 20, 2011 for acquiring the Equity Shares held by me/us in Hari OmTrades & Agencies Limited

I/We, hereby consent to unconditionally and irrevocably to withdraw my/our Shares from the Offer and I/We furtherauthorize the Acquirers to return to me/us, the tendered Equity Shares at my/our sole risk.

I/We note that upon withdrawal of my/our Shares from the Offer, no claim or liability shall lie against the Acquirers/Manager to the Offer/Registrar to the Offer.

I/We note that the Acquirers/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay /loss intransit of the Share Certificate(s) due to incomplete or inaccurate particulars.

I/We also note and understand that the Acquirers will return the original Share Certificate(s) , Share Transfer Deed(s)only completion of verification of the documents .

The particulars of Share Certificate(s) tendered and duly signed Transfer Deeds which are wished to be withdrawn fromthe Offer are as given below:

Sl. Ledger No. of Share No. of Share DistinctiveNo Folio No. Shares Certificate Nos. Certificates Numbers

From To

I/We confirm that the Equity Shares of Hari Om Trades & Agencies Limited, which were tendered by me/us under thisoffer, are free from liens, charges and encumbrances of any kind whatsoever.

(Tear here)

Acknowledgement Receipt

Received from Mr./Ms./M/s.Form of withdrawal.

Ledger Folio No. No. of Share Certificates for Shares of Hari Om Trades &Agencies Limited

In case of physical Shares, verify the numberof Share certificates / number of Shares

Stamp ofRegistrar

(Tear

here

)

Offer opens on Friday , October 28, 2011

Offer closes on Wednesday, November 16, 2011

Last date for withdrawal Friday, November 11, 2011

I/We confirm that the particulars given above are true and correct.

Yours faithfully,

Signed and delivered

Full Name Holder’s Signature

Sole/ First Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Joint Holder 4

Place :

Date :

(Tear here)

Note : All future correspondence, if any, should be addressed to the Registrars to the Offer, at the following address:

BIGSHARE SERVICES PVT.LTD.UNIT: Hari Om Trades & Agencies Ltd – Open Offer

E 2/3, Ansa Industrial Estate, Sakivihar Road, Saki NakaAndheri (East), Mumbai 400 072

Tel. No. (022) 40430200Fax No. (022) 2847 5207

email: [email protected] Person: Mr. Ashok Shetty C

RY

ST

AL

(0

22

) 6

61

4 0

90

0

(Tear

here

)

hari om loo - Securities and Exchange Board of India Hari Om Trades & Agencies Limited TABLE OF...

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